Common use of Gift Policy and Unlawful Conduct Clause in Contracts

Gift Policy and Unlawful Conduct. Applicant is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, Applicant, its employees, agents, and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant or any services or work performed for or on behalf of Con Edison, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant shall be in default under this Agreement and all other contracts between Con Edison and Applicant and (a) Con Edison may, in its sole discretion, cancel for default this Agreement and any other contract between Con Edison and Applicant, (b) Con Edison may, in its sole discretion, remove Applicant from Con Xxxxxx’s list of qualified bidders,

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 447502 Appendix A APPENDIX A - REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the other party to the contract with Con Xxxxxx is referred to as the "Contractor") Dated: April 2015 As a Federal Government contractor, Con Xxxxxx must require the Contractor to agree to be bound by and comply with the following clauses and make the following certifications. Where clauses or certifications require the Contractor to be bound by and/or comply with a referenced clause or regulation or to make a referenced certification, such referenced provisions are incorporated by reference herein and have the same force and effect as Blanket Purchase Agreement 5149160, if they were set forth herein in full text. Some general guidance as to the applicability of clauses or certifications incorporating such referenced provisions may be provided below. However, the referenced provisions, together with any relevant law or regulation, should also be consulted to determine applicability to the Contractor and/or the contract.

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 447502 Special Conditions of Purchase - Indefinite Quantity Contract SPECIAL CONDITIONS OF PURCHASE -- INDEFINITE QUANTITY CONTRACT

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4585552, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant The Participant is advised that it is a strict Con Edison O&R policy that neither employees of Con Xxxxxx O&R nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. O&R. Accordingly, Applicantthe Participant, its employees, agents, and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx O&R or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant the Participant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison O&R and Applicant the Participant or any services or work performed for or on behalf of Con EdisonO&R, or in any other dealings relating to Con Xxxxxx. Applicant O&R. The Participant represents, warrants, and covenants that Applicantthe Participant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLXXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant the Participant shall be in default under this Agreement and all other contracts between Con Edison O&R and Applicant the Participant and (a) Con Edison O&R may, in its sole discretion, cancel for default this Agreement and any other contract between Con Edison O&R and Applicantthe Participant, (b) Con Edison O&R may, in its sole discretion, remove Applicant the Participant from Con XxxxxxO&R’s list of qualified bidders,, (c) the Participant shall have forfeited all rights it has under this Agreement and any other contract between O&R and the Participant (including, but not limited to, the right to payments for services performed or goods furnished), and (d) O&R shall have no further obligations to the Participant relating to such contracts. In addition, the Participant shall be liable to O&R for all damages caused to, and costs incurred by, O&R as a result of any violation of this Section XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever O&R has a good faith reason to believe that the Participant may have violated this Section XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due the Participant under this Agreement or any other contract between O&R and the Participant during the pendency of such investigation. The remedies set forth in this Section XXXV are non-exclusive, and O&R expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Section XXXV, the term “O&R” shall include all of O&R’s affiliates, including, but not limited to, Consolidated Edison Company of New York, Inc. (“Con Edison”). The Participant shall promptly report any alleged violation of this Section XXXV to Con Xxxxxx’s Vice President of Purchasing or to Con Xxxxxx’s Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4217851, 0 Proprietary and Confidential Page 51 of 51 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 CONTRACTOR: NETWORK INFRASTRUCTURE INC PURCHASE ORDER NO.: 4205685 BID COMPARISON: $2,182,500 $3,636,934 $2,316,740 COMPASS Complex Service PO 4205685, 3 Proprietary and Confidential Page 1 of 50 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4205685 Revision 3 PO Approved Date 08/22/2013 Revision Date 08/22/2013 Buyer Xxxxx Xxxxx Supplier: NETWORK INFRASTRUCTURE INC COMPASS 00 XXXX XXX HEMPSTEAD, NY 11550 UNITED STATES Supplier Contact: XXXXX XXXXXXX 5163853030#102 Key ConEd Contact: Xxxxxxx Xxxxxxx 000-000-0000 XXXXXXXX@XXXXX.XXX Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 8288 Immediate N/A Notes: MT XXXXXX 36" GAS MAIN INSTALLATION Furnish supervision, labor, equipment and material to install approximately 1500 feet of steel gas pipe transmission lines in Mt Xxxxxx, NY. The scope of work includes excavation, trenching, installation of 36" steel gas pipe, restoration, and all work associated with the of steel gas transmission main. No Vendor/Contractor can perform any work before a site specific HASP is approved by Con Edison EH&S. ORIGINAL INVOICES AND ALL SUPPORTING DOCUMENTATIONS SHOULD BE SENT DIRECTLY TO THE CON ED AUTHORIZED REPRESENTATIVE. EXPENDITURE LIMITATION: THE MAXIMUM EXPENDITURE AUTHORIZED UNDER PURCHASE ORDER IS $2,123,055. CON XXXXXX WILL NOT BE OBLIGATED TO PAYMENT HEREUNDER IN EXCESS OF THIS EXPENDITURE LIMITATION AND THECONTRACTOR SHALL NOT BE OBLIGATED TO CONTINUE PERFORMANCE UNLESS AND UNTIL AN INCREASE HAS BEEN AUTHORIZED BY MEANS OF A DULY EXECUTED MODIFICATION TO THIS PURCHASE ORDER. This Purchase order will be performed in accordance with the following which are incorporated herein by reference: Con Edison invitation to RFQ# 298058 and all documents referenced therein Con Edison Amendments to bid event dated 7/25/13, 7/31/13, 8/1/13 COMPASS Complex Service PO 4205685, 3 Proprietary and Confidential Page 2 of 50 Con Edison Standard Terms and Conditions of Construction Contract's dated 7/1/12 Con Edison Supplemental Construction Contract Requirements C-CM-003 Revision Number 1, dated 6/10/08 Con Edison Project Specification G-13-917 dated 7.19.13 Con Edison Mt. Xxxxxx XX Special Conditions and Clarifications dated 7.19.13 Con Edison Trenching Manual - CONST-007 Revision Number 7 dated November 2009 Con Edison Gas Trenching Manual dated 7-8-11 R0 Appendix A Gift Policy Network Infrastructure Inc. Disclosure Form dated 7/31/13 Network Infrastructure Inc. took no exceptions Notwithstanding anything to the contrary herein (including, but not limited to, the Con Edison Standard Terms and Conditions and the Trenching Manual(s), Restoration Manual and Specifications that are a part hereof), Contractor shall be responsible for furnishing, placing, maintaining and removing barricades, vehicular and pedestrian skid resistant steel plates, temporary restoration, structural steel bridges and/or timber decking at worksites and for complying with all applicable laws, regulations and permit stipulations and Con Edison or O&R requirements relating thereto (collectively, "Site Protection"

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 4 CONTRACTOR: STEP MAR CONTRACTING CORP PURCHASE ORDER NO.: 4037051 BID COMPARISON: $5,492,633 $5,678,250 $6,903,833 $7,875,733 $9,240,716 COMPASS BPA 4037051, 4 Proprietary and Confidential Page 1 of 9 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4037051 Revision 4 PO Approved Date 01/28/2013 Revision Date 01/28/2013 Current Buyer Xxxxx Xxxxx Supplier: STEP MAR CONTRACTING CORP COMPASS 000 XXXX XXX XX XXXXXX, NJ 07605 UNITED STATES Supplier Contact: XXXXXXXX XXXXX 0000000000 Key ConEd Contact: Xxxxx Xxxxx Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 10618 Immediate N/A N/A Effective Start Date Effective End Date Amount Agreed (USD) 10/01/2012 09/30/2015 5,090,909.00 Notes: REGRADE FOR MANHOLE CASTINGS - QUEENS THIS IS A 3 YEAR CONTRACT YEAR 1 10/1/12-9/30/13 YEAR 2 10/1/13-9/30/14 YEAR 3 10/1/14-9/30/15 NO WORK CAN BEGIN WITHOUT A HASP Discounted multiplier Factor Against Con Edison L&E Rates 0.975% For Work in Manhattan, Queens rates will have a 1.15 Multiplier factor applied Step- Mar This contract is governed by and includes all documents incorporated in, and distributed by Con Edison, in connection its agents including Perfect Commerce Bid Event # 36679 dated January 5, 2012 including but not limited to the following: Con Edison Standard Terms and Conditions for Construction Dated December 7, 2010 Bid Price Sheet Rev-D submitted on Feb. 28, 2012 Revised Bid Price sheet submitted on March 16, 2010 Re-grade Special Conditions 2012 Rev 6 Castings Re-grades Requirement Summary Clarifications Dated Feb 21 2012 Number 1 EO-380029-0-1 EO-100167 EO-100271 COMPASS BPA 4037051, 4 Proprietary and Confidential Page 2 of 9 EO-1008 EO-10321-B EO-1092 EO-1125 EO-3113 SC-Indefinite Quantity Contract 4 29 09 Step Mar Compliance, offer, exception and disclosure Form Dated Feb. 27, 2012 Escalation for year two is 4% escalation. Escalation for year three is an additional 5% or 9% from year one total. Reference Documents: Supplemental_Construction_Contract_Requirements_(SCCR).pdf STC_Construction.pdf All prices and amounts on this order are expressed in USD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) Amount (USD) PREMIUM - PREMDIFFPAYMENT 4 NS0170249 EACH 1.00 PROGRESS - PROGRESSPAYMENT 5 NS0168393 EACH 1.00 BILCORRECT - BILL CORRECTION 6 NS0168423 EACH 1.00 EQPINV - EQUIPMENTINVOICE 7 NS0168451 EACH 1.00 FINECORRCT - FINENOVCORRECTION 8 NS0169972 EACH 1.00 MATINV - MATERIALINVOICE This line CANCELED on 18-OCT-2012 9 NS0171140 EACH 1.00 T350 - TIMEEQPPAYMENT 10 XX0000000 EACH 1662.50 T171RG - REGRADEEXIST=<25SF 11 NS0170887 EACH 1662.50 T172RG - REGRADEEXIST=<40SF 12 NS0170896 EACH 1781.25 T173RG - REGDEEXIST40TO60SF 13 NS0170905 EACH 2185.00 T174RG - REGRADEEXIST>60SF 14 NS0170639 EACH 23.75 T125G - BRK/DISPSDWKASPEXC 15 XX0000000 SQUARE FOOT 1.90 T110 - VEHICULAR PLATES 16 NS0170916 EACH 95.00 T179 - DELIVERINSTALLCOVER 17 NS0170951 CYLIND ER 1325.25 T190 - STRUCTURALCONC<5CY 18 NS0170952 CYLIND ER 612.75 COMPASS BPA 4037051, 4 Proprietary and Confidential Page 3 of 9 Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) Amount (USD) T191 - STRUCTURALCONC>5CY 19 NS0170979 EACH 285.00 T211 - MOBILIZATION 20 NS0170987 HOUR 308.75 T212 - PREMIUMCREWHOUR 21 NS0170994 HOUR 332.50 T213 - NIGHTPREMIUMCREWHR 22 NS0171050 CYLIND ER 28.50 T30 - TEMPORARY MACADAM 23 NS0171329 CYLIND ER 660.25 T6R - HEAVYREINCONRDBRKRES 24 NS0171344 CYLIND ER 190.00 T7R - BRKRESTSDWKDRIV 25 NS0170866 EACH 285.00 T170 - REGRADEGASVALVE Blanket Purchase Agreement 4037051, 4 Proprietary and Confidential Page 4 of 9 Contract Terms and Conditions Table of Contents Terms and Conditions 5 Standard Terms 5 Appendix A 5 Gift Policy 8 Blanket Purchase Agreement 4037051, 4 Proprietary and Confidential Page 5 of 9 Terms and Conditions Standard Terms Appendix A APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the other Party to the contract with Con Xxxxxx is referred to as the "Contractor")

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4018305, 3 Proprietary and Confidential Page 48 of 48 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature)

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4585550, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4673546, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title)

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4789651, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4139428, 11 Proprietary and Confidential Page 49 of 49 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature)

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4582857, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4708660, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4148687, 2 Proprietary and Confidential Page 50 of 50 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 CONTRACTOR: XXXXXXX CONSTRUCTION OF NY INC PURCHASE ORDER NO.: 4166357 BID COMPARISON: $1,759,432 $2,004,520 $2,468,149 COMPASS Complex Service PO 4166357, 3 Proprietary and Confidential Page 1 of 51 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4166357 Revision 3 PO Approved Date 08/09/2013 Revision Date 08/09/2013 Buyer Xxxxx Xxxxx Supplier: XXXXXXX CONSTRUCTION OF NY INC COMPASS 00 XXXXXXXX XXXX XX XXX 000 XXXXXX, XX 00000 UNITED STATES Supplier Contact: XXXXXXX XXXXX 0000000000 Key ConEd Contact: Xxxxxxx Xxxxxxx 000-000-0000 XXXXXXXX@XXXXX.XXX Ship To: 000 XXXX 00XX XX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 8466 Immediate DESTINATION

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4088932, 1 Proprietary and Confidential Page 48 of 48 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 CONTRACTOR: XXXXXXXX GENERAL CONTRACTORS CORP PURCHASE ORDER NO.: 4119647 BID COMPARISON: ONE BID RESPONSE RECEIVED COMPASS Complex Service PO 4119647, 0 Proprietary and Confidential Page 1 of 48 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4119647 Revision 0 PO Approved Date 03/07/2013 Revision Date Buyer Xxxx Xxxxxxxx Supplier: XXXXXXXX GENERAL CONTRACTORS CORP COMPASS 000 00XX XX BROOKLYN, NY 11232 UNITED STATES Supplier Contact: XXXXX XXXXXXX (000) 000-0000 Key ConEd Contact: Xxxx Xxxxxx 000-000-0000 XXXXXXX@XXXXX.XXX Ship To: 00-00 00XX XXX (BLDGS. 136 & 137) ASTORIA, NY 11105 UNITED STATES Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 7017 Immediate

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature)

Gift Policy and Unlawful Conduct. Applicant The Participant is advised that it is a strict Con Edison O&R policy that neither employees of Con Xxxxxx O&R nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. O&R. Accordingly, Applicantthe Participant, its employees, agents, and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx O&R or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant the Participant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison O&R and Applicant the Participant or any services or work performed for or on behalf of Con EdisonO&R, or in any other dealings relating to Con Xxxxxx. Applicant O&R. The Participant represents, warrants, and covenants that Applicantthe Participant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLXXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant the Participant shall be in default under this Agreement and all other contracts between Con Edison O&R and Applicant the Participant and (a) Con Edison O&R may, in its sole discretion, cancel for default this Agreement and any other contract between Con Edison O&R and Applicantthe Participant, (b) Con Edison O&R may, in its sole discretion, remove Applicant the Participant from Con XxxxxxO&R’s list of qualified bidders,, (c) the Participant shall have forfeited all rights it has under this Agreement and any other contract between O&R and the Participant (including, but not limited to, the right to payments for services performed or goods furnished), and (d) O&R shall have no further obligations to the Participant relating to such contracts. In addition, the Participant shall be liable to O&R for all damages caused to, and costs incurred by, O&R as a result of any violation of this Section XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever O&R has a good faith reason to believe that the Participant may have violated this Section XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due the Participant under this Agreement or any other contract between O&R and the Participant during the pendency of such investigation. The remedies set forth in this Section XXXV are non-exclusive, and O&R expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Section XXXV, the term “O&R” shall include all of O&R’s affiliates, including, but not limited to, Consolidated Edison Company of New York, Inc. (“Con Edison”). The Participant shall promptly report any alleged violation of this Section XXXV to Con Edison’s Vice President of Purchasing or to Con Edison’s Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Owner is advised that it is a strict Con Edison CECONY policy that neither employees of Con Xxxxxx CECONY nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonCECONY. Accordingly, ApplicantOwner, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx CECONY or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant Owner is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison CECONY and Applicant Owner or any services or work performed for or on behalf of Con EdisonCECONY, or in any other dealings relating to Con XxxxxxCECONY. Applicant Owner represents, warrants, and covenants that ApplicantOwner, its agents, employees, representatives and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL14.08. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this ArticleSection 14.08, Applicant Owner shall be in default under this Agreement and all other purchase orders and contracts between Con Edison CECONY and Applicant Owner and (a) Con Edison CECONY may, in its sole discretion, cancel terminate for default this Agreement and any other purchase order or contract between Con Edison CECONY and ApplicantOwner, (b) Con Edison CECONY may, in its sole discretion, remove Applicant Owner from Con XxxxxxCECONY’s list of qualified bidders,

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4185960, 2 Proprietary and Confidential Page 51 of 51 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: XXXXXXX CONSTRUCTION OF NY INC PURCHASE ORDER NO.: 4217851 BID COMPARISON: $2,688,299 $3,328,979 $3,940,485 $2,862,177 COMPASS Complex Service PO 4217851, 0 Proprietary and Confidential Page 1 of 51 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4217851 Revision 0 PO Approved Date 09/18/2013 Revision Date Buyer Xxxxx Xxxxx Supplier: XXXXXXX CONSTRUCTION OF NY INC COMPASS 00 XXXXXXXX XXXX XX XXX 000 XXXXXX, XX 00000 UNITED STATES Supplier Contact: XXXXXXX XXXXX 0000000000 Key ConEd Contact: Xxxx Xxxxxx 000-000-0000 XXXXXXX@XXXXX.XXX Ship To: 000 XXXX 00XX XX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 8466 Immediate Notes: W 75TH STREET & WEST END AVENUE GAS REGULATOR 42 & 43 The scope of work includes excavation, trenching, installation of 8", 12", 16" and 20" steel gas pipe, restoration, and all work associated with the installation of a two-stage gas regulator station. Furnish supervision, labor, equipment and material to install approximately 320 feet of steel gas pipe and a two-stage regulator station in Manhattan. No Vendor/Contractor can perform any work before a site specific HASP is approved by Con Edison EH&S. ORIGINAL INVOICES AND ALL SUPPORTING DOCUMENTATIONS SHOULD BE SENT DIRECTLY TO THE CON ED AUTHORIZED REPRESENTATIVE. EXPENDITURE LIMITATION: THE MAXIMUM EXPENDITURE AUTHORIZED UNDER PURCHASE ORDER IS $2,688,277. CON XXXXXX WILL NOT BE OBLIGATED TO PAYMENT HEREUNDER IN EXCESS OF THIS EXPENDITURE LIMITATION AND THECONTRACTOR SHALL NOT BE OBLIGATED TO CONTINUE PERFORMANCE UNLESS AND UNTIL AN INCREASE HAS BEEN AUTHORIZED BY MEANS OF A DULY EXECUTED MODIFICATION TO THIS PURCHASE ORDER. This Purchase order will be performed in accordance with the following which are incorporated herein by reference: Con Edison invitation to RFQ# 368063 and all documents referenced therein COMPASS Complex Service PO 4217851, 0 Proprietary and Confidential Page 2 of 51 Con Edison Amendments to bid event dated 8/28/13 Con Edison Major Projects Contractor Pre-Bid Meeting Minutes Con Edison Standard Terms and Conditions of Construction Contract's dated 7/1/12 Con Edison Supplemental Construction Contract Requirements CONST-004 Revision Number 1, dated 6/7/11 Con Edison Project Specification No. G-13-909 dated 8/19/13 Con Edison Addendum 1 Job Specification G-13-909 Dated 8/28/13 Con Edison Trenching Manual - CONST-007 Revision Number 7 dated November 2009 Con Edison Gas Trenching Manual dated 7-8-11 R0 Con Edison Major Projects Contractor Pre-Award Meeting Minutes Appendix A Gift Policy Xxxxxxx Construction Disclosure Form dated 8/30/13 Xxxxxxx Construction took no exceptions Notwithstanding anything to the contrary herein (including, but not limited to, the Con Edison Standard Terms and Conditions and the Trenching Manual(s), Restoration Manual and Specifications that are a part hereof), Contractor shall be responsible for furnishing, placing, maintaining and removing barricades, vehicular and pedestrian skid resistant steel plates, temporary restoration, structural steel bridges and/or timber decking at worksites and for complying with all applicable laws, regulations and permit stipulations and Con Edison or O&R requirements relating thereto (collectively, "Site Protection"

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Blanket Purchase Agreement 4133946, 2 Proprietary and Confidential Page 54 of 54 Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: SAFEWAY CONSTRUCTION ENTERPRISES INC PURCHASE ORDER NO.: 4148687 BID COMPARISON: $1,632,530 $1,715,000 $2,328,401 $3,834,060 COMPASS Complex Service PO 4148687, 2 Proprietary and Confidential Page 1 of 50 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4148687 Revision 2 PO Approved Date 06/27/2013 Revision Date 06/27/2013 Buyer Xxxxx Xxxxx Supplier: SAFEWAY CONSTRUCTION ENTERPRISES INC COMPASS 00-00 00XX XX XXXXXXX, NY 11378 UNITED STATES Supplier Contact: DIRE XXXXX 0000000000 Key ConEd Contact: Xxxxxx Xxxxxxx 000-000-0000 XXXXXXXX@XXXXX.XXX Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 8880 Immediate N/A

Gift Policy and Unlawful Conduct. Applicant is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx Edison nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, Applicant, its employees, agents, and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant or any services or work performed for or on behalf of Con Edison, or in any other dealings relating to Con XxxxxxEdison. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant shall be in default under this Agreement and all other contracts between Con Edison and Applicant and (a) Con Edison may, in its sole discretion, cancel for default this Agreement and any other contract between Con Edison and Applicant, (b) Con Edison may, in its sole discretion, remove Applicant from Con XxxxxxEdison’s list of qualified bidders,

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4561940, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) Consolidated Edison Company of New York, Inc.- Contract for Electric-related goods or services ATTACHMENT NO. 2 VEOLIA ES INDUSTRIAL SERVICES INC CONTRACTOR: PURCHASE ORDER NO.: 4158669 BID COMPARISON: $998,400 $1,083,739 Standard Purchase Order 4158669, 1 Proprietary and Confidential Page 1 of 32 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type Standard Purchase Order Order 4158669 Revision 1 PO Approved Date 08/29/2013 Revision Date 08/27/2013 Buyer Xxxxxxx Xxx Supplier: VEOLIA ES INDUSTRIAL SERVICES INC 0000 XXXXXXXXX XXXX XXXXX HEIGHTS, OH 45424 UNITED STATES Supplier Contact: Xxxxxxxx Xx. Xxxxxx (000) 000.0000 Key ConEd Contact: Xxx Xxxxxxx Ship To: 000 00XX XXXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 9040 Net 30

Gift Policy and Unlawful Conduct. Applicant Owner is advised that it is a strict Con Edison O&R policy that neither employees of Con Xxxxxx O&R nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. O&R. Accordingly, ApplicantOwner, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx O&R or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant Owner is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison O&R and Applicant Owner or any services or work performed for or on behalf of Con EdisonO&R, or in any other dealings relating to Con Xxxxxx. Applicant O&R. Owner represents, warrants, and covenants that ApplicantOwner, its agents, employees, representatives and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL14.08. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this ArticleSection 14.08, Applicant Owner shall be in default under this Agreement and all other purchase orders and contracts between Con Edison O&R and Applicant Owner and (a) Con Edison O&R may, in its sole discretion, cancel terminate for default this Agreement and any other purchase order or contract between Con Edison O&R and ApplicantOwner, (b) Con Edison O&R may, in its sole discretion, remove Applicant Owner from Con XxxxxxO&R’s list of qualified bidders,, (c) Owner shall have forfeited all rights it has under this Agreement and any other contract between O&R and Owner (including, but not limited to, the right to payments for services performed or goods furnished), and (d) O&R shall have no further obligations to Owner relating to such contracts. In addition, Owner shall be liable to O&R for all damages caused to, and costs incurred by, O&R as a result of any violation of this Section 14.08, including the costs and expenses of internal and external attorneys and investigations. Whenever O&R has a good faith reason to believe that Owner may have violated this Section 14.08, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Owner under this Agreement or any other contract between O&R and Owner during the pendency of such investigation. The remedies set forth in this Section 14.08 are non-exclusive, and O&R expressly reserves all rights and remedies under such purchase orders or contracts, and in law and equity. For the purposes of this Section 14.08, the term “O&R” shall include all of O&R’s Affiliates. Owner shall promptly report any alleged violation of this Section‌ 14.08 to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (1-855- 000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 5 CONTRACTOR: VALI INDUSTRIES INC PURCHASE ORDER NO.: 4038431 BID COMPARISON: $14,358,746 $15,284,850 $16,916,395 $26,388,446 COMPASS BPA 4038431, 8 Proprietary and Confidential Page 1 of 9 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4038431 Revision 8 PO Approved Date 01/28/2013 Revision Date 01/28/2013 Current Buyer Xxxxx Xxxxx Supplier: VALI INDUSTRIES INC COMPASS 00 XXXXX XXX BROOKLYN, NY 11237 UNITED STATES Supplier Contact: XXX XX XXXXXXX (000) 000-0000 Key ConEd Contact: Xxxxx Xxxxx Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 10075 Immediate N/A DESTINATION Effective Start Date Effective End Date Amount Agreed (USD) 10/01/2012 09/30/2015 13,998,965.00

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4119647, 0 Standard Purchase Order 4119647, 0 Signatres Buyer Supplier(Authorized Representative Signature) (Authorized Representative Signature) Name Name(Title) (Title)(Date)

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4585550, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3 Special Conditions of Purchase - Indefinite Quantity Contract SPECIAL CONDITIONS OF PURCHASE -- INDEFINITE QUANTITY CONTRACT

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4088044, 1 Proprietary and Confidential Page 49 of 49 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: DEBOCCIA ELECTRICAL CONSTRUCTION CORP PURCHASE ORDER NO.: 4088932 BID COMPARISON: ONE BID RESPONSE RECEIVED COMPASS Complex Service PO 4088932, 1 Proprietary and Confidential Page 1 of 48 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4088932 Revision 1 PO Approved Date 04/14/2013 Revision Date 04/14/2013 Buyer Xxxxx Xxxxx Supplier: DEBOCCIA ELECTRICAL CONSTRUCTION CORP 00-00 00XX XXX LONG ISLAND CITY, NY 11101 UNITED STATES Supplier Contact: XXXXXX XXXXXX (000) 000-0000 Key ConEd Contact: Xxxxxx Xxxx 000-000-0000 XXXXX@XXXXX.XXX Ship To: 00 XXXXXXXX XXXXXX XXXXXXXX, XX 00000 UNITED STATES Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 7354 Immediate N/A DESTINATION Notes: EXPEDITED BID - Installation of Fire Alarm System (Additional Mechanical and Smoke Control Devices) - 30 Flatbush Avenue NO WORK CAN BEGIN WOTHOUT A HASP 30 Flat VO Special Conditions.pdf 3-A,B,C - BMS CONNECTION-ITC proposal.pdf Supplemental_Construction_Contract_Requirements_(SCCR).pdf All prices and amounts on this order are expressed in USD Line / Pay Item Part Number / Description Supplier Part# Delivery Date/Time Quantity UOM Unit Price (USD) Amount (USD) 1 Needed: 04/02/2013 1 EACH 1092000.0 0 1,092,000.00 LUMPSUM - LUMPSUM - LUMPSUM AGREEMENT Max Retainage Amount: 54,600.00 Retainage Rate: 10%

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4073721, 0 Proprietary and Confidential Page 48 of 48 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature)

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4561609, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4585554, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4847390, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4800676, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) Consolidated Edison Company of New York, Inc.- Contract for Electric-related goods or services ATTACHMENT NO. 3 ALLSTATE POWER VAC CONTRACTOR: PURCHASE ORDER NO.: 4162464 BID COMPARISON: $76.60M $99.60M $109.50M Blanket Purchase Agreement 4162464, 1 Proprietary and Confidential Page 1 of 43 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type Blanket Purchase Agreement Order 4162464 Revision 1 PO Approved Date 02/28/2014 Revision Date 02/27/2014 Current Buyer Xxxxxxx Xxxxxx Supplier: ALLSTATE POWER VAC INC 000 XXXXXX XXX BROOKLYN, NY 11237 UNITED STATES Supplier Contact: XXXXX XXXXX (000) 000-0000 Key ConEd Contact: Xxxxxxx Xxxxxx Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 6157 Net 30 Effective Start Date Effective End Date Amount Agreed (USD) 06/01/2013 05/31/2016 48,100,000.00 Notes: Per Perfect Commerce Bid Event # 37137, Allstate Power Vac, Inc. shall furnish supervision, labor, tools and material to perform underground subsurface structure cleaning for CECONY and ORU for a three year term effective June 1, 2013 through May 31, 2016. Expenditure limitation: The maximum expenditure authorized under this purchase contract is for $48,100,000. Con Xxxxxx will not be obligated to make payment hereunder in excess of the expenditure limitation and contractor shall not be obligated to continue performance unless or until an increase has been authorized by means duly executed modification to this purchase order. The vendor shall promptly inform Con Xxxxxx when commitments made by Con Xxxxxx exceed 75% of aforesaid expenditure limitation. The following documents from bid event #37137 will govern this agreement and are incorporated herein by reference: - Specs & Training Requirements, bid event #37137, - Consolidated Edison Company of New York, Inc. Corporate Environmental Health and Safety Procedure, CEHSP S17.01- Electrical Enclosed Spaces, - Training Requirement-ELE1010, OJT ENC Space/RESC/RESP, - Training Requirment-ELE1075, Contractor Inital Inspection (UG), - Consolidated Edison Company of New York, Inc., Distribution Engineering Department Secondary System Analysis, Specification EO-10322, Rev O, August 2007, Blanket Purchase Agreement 4162464, 1 Proprietary and Confidential Page 2 of 43 - Consolidated Edison Company of New York, Inc., Distribution Engineering Department Cable Section, Specification EO-1184, Revision 15, dated May 2007, - General Environmental, Health and Safety Instruction E04.01, - General Environmental, Health and Safety Instruction E04.04, - DOJT Facilitator Guide, SAF8121 Cleaning UG Structures with Enviro Prep., - Environmental Statement of Work, Bid Event #37137, - Con Edison Work Area Protection and Traffic Control- Field Manual, - Schedule A Bid Event # 37137, dated 12/27/12, rv.1, - Disclosure Form, signed and dated 11/15/2012, - Compliance & Exception form, signed and dated 11/15/2012, no exceptions taken, - Consolidated Edison Company of New York, Inc. Standard Terms and Conditions for Services Contract, dated July 1, 2012, no exceptions taken. Rev 1 for BPA 4162464, dated 2/27/14 created to add lines 169-172 to the contract. Lines are referenced with NS numbers: NS0224607 - NS0224610, no other changes entered. All terms & conditions and pricing remain unchanged. Reference Documents: BID EVENT #37137- Specs & Training Requirements, dated 102312.docx CEHSP S17.01 - Electrical Enclosed Spaces-2.docm ELE1010.pdf ELE1075.pdf EO-10322.pdf EO-1184.pdf GEHSI E04.01 - Vactor Truck Operation For Cleaning Underground Structures.pdf GEHSI E04.04 - Lead Stabilization Program Field Oversight.pdf SAF8121 Version 090908.docm STATEMENT OF WORK, dated 102312.docx ALLSTATE POWER VAC DISCLOSURE AND COMPLIANCE FORMS.pdf Work Area Protection Field Manual.pdf Allstate _ rv 1.xlsx All prices and amounts on this order are expressed in USD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) Amount (USD)

Gift Policy and Unlawful Conduct. Applicant The Participant is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “Gift”), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, Applicantthe Participant, its employees, agents, and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services to be performed under this Agreement. Furthermore, Applicant the Participant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Participant or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant The Participant represents, warrants, and covenants that Applicantthe Participant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLXXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant the Participant shall be in default under this Agreement and all other contracts between Con Edison and Applicant the Participant and (a) Con Edison may, in its sole discretion, cancel for default this Agreement and any other contract between Con Edison and Applicantthe Participant, (b) Con Edison may, in its sole discretion, remove Applicant the Participant from Con Xxxxxx’s list of qualified bidders,, (c) the Participant shall have forfeited all rights it has under this Agreement and any other contract between Con Edison and the Participant (including, but not limited to, the right to pay payments for services performed or goods furnished), and (d) Con Edison shall have no further obligations to the Participant relating to such contracts. In addition, the Participant shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Edison as a result of any violation of this Section XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that the Participant may have violated this Section XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due the Participant under this Agreement or any other contract between Con Edison and the Participant during the pendency of such investigation. The remedies set forth in this Section XXXV are non-exclusive, and Con Edison expressly reserve all rights and remedies under such contracts, and in law and equity. For the purposes of this Section XXXV, the term “Con Edison” shall include all of Con Edison’s affiliates, including, but not limited to, Orange and Rockland Utilities, Inc. The Participant shall promptly report any alleged violation of this Section XXXV to Con Xxxxxx’s Vice President of Purchasing or to Con Xxxxxx’s Ethics Helpline at 0-000-XXX-XXXX (1-855-367- 3849).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4789667, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con EdisonXxxxxx. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or O&R or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or Blanket Purchase Agreement 4778038, on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant Contractor represents, warrants, and covenants that ApplicantContractor, its agents, employees, representatives and subcontractors Subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XLArticle. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Applicant Contractor shall be in default under this Agreement the Contract and all other contracts between Con Edison and Applicant Contractor and (a) Con Edison may, in its sole discretion, cancel for default this Agreement the Contract and any other contract between Con Edison and ApplicantContractor, (b) Con Edison may, in its sole discretion, remove Applicant Contractor from Con Xxxxxx’s Edison's list of qualified bidders,, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000).

Gift Policy and Unlawful Conduct. Applicant Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively “"Gift”"), from contractors, sellers, or others transacting or seeking to transact any business with Con Edison. Accordingly, ApplicantContractor, its employees, agents, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Xxxxxx Edison or any employee’s 's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the services Work to be performed under this Agreementthe Contract. Furthermore, Applicant Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and Applicant the Contractor or any services or work performed for or on behalf of Con EdisonXxxxxx, or in any other dealings relating to Con Xxxxxx. Applicant represents, warrants, and covenants that Applicant, its agents, employees, and subcontractors have not engaged and will not engage in any of the acts prohibited under this Section XL. Upon a Contractor's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Applicant paragraph shall be in default under this Agreement and all other contracts between a material breach of contract entitling Con Edison and Applicant and (a) Con Edison mayto, in its sole discretion, cancel for default this Agreement and any other contract all contracts between Con Edison and Applicant, (b) Con Edison may, in its sole discretionContractor, remove Applicant Contractor from Con Xxxxxx’s its list of qualified bidders,, and invoke and enforce all other rights or remedies that Con Xxxxxx may have under contract or applicable law. For the purposes of this paragraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Standard Purchase Order 4205685, 3 Proprietary and Confidential Page 50 of 50 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) Page 50 of 51 ATTACHMENT NO. 4 CONTRACTOR: SAFEWAY CONSTRUCTION ENTERPRISES INC PURCHASE ORDER NO.: 4202298 BID COMPARISON: $3,927,154 $4,292,201 $4,301,454 $4,620,559