Common use of Gift Policy and Unlawful Conduct Clause in Contracts

Gift Policy and Unlawful Conduct. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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. Contractor 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 XxxxxxEdison. Accordingly, ContractorApplicant, its employees, agents agents, and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R Xxxxxx 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 Work services to be performed under the Contractthis Agreement. Furthermore, Contractor Applicant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor Applicant or any services or work performed for or on behalf of Con XxxxxxEdison, or in any other dealings relating to Con Xxxxxx. Contractor Applicant represents, warrants, and covenants that ContractorApplicant, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this ArticleSection XL. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor Applicant shall be in default under the Contract this Agreement and all other contracts between Con Edison and Contractor Applicant and (a) Con Edison may, in its sole discretion, cancel for default the Contract this Agreement and any other contract between Con Edison and ContractorApplicant, (b) Con Edison may, in its sole discretion, remove Contractor Applicant from Con Edison's Xxxxxx’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. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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.3447502 (In this document, the other party to the contract with Con Xxxxxx is referred to as the "Contractor") 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 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. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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.3447502

Gift Policy and Unlawful Conduct. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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 1. Nature of These Special Conditions

Gift Policy and Unlawful Conduct. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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.3447502 1. Nature of These Special Conditions

Gift Policy and Unlawful Conduct. Contractor 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 XxxxxxEdison. Accordingly, ContractorApplicant, its employees, agents agents, and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con 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 Work services to be performed under the Contractthis Agreement. Furthermore, Contractor Applicant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor Applicant or any services or work performed for or on behalf of Con XxxxxxEdison, or in any other dealings relating to Con XxxxxxEdison. Contractor Applicant represents, warrants, and covenants that ContractorApplicant, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this ArticleSection XL. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor Applicant shall be in default under the Contract this Agreement and all other contracts between Con Edison and Contractor Applicant and (a) Con Edison may, in its sole discretion, cancel for default the Contract this Agreement and any other contract between Con Edison and ContractorApplicant, (b) Con Edison may, in its sole discretion, remove Contractor Applicant from Con Edison's ’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. 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 XxxxxxEdison. Accordingly, Contractor, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a 's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Contractor paragraph shall be in default under the Contract and all other contracts between a material breach of contract entitling Con Edison and Contractor and (a) Con Edison mayto, in its sole discretion, cancel for default the Contract and any other contract all contracts between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's its list of qualified bidders, (c) Contractor shall have forfeited and invoke and enforce all other rights it has under the Contract and any other contracts between or remedies that 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 under contract or applicable 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 Articleparagraph, the term "Con Edison" shall include all of Con XxxxxxEdison's affiliates affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article policy 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. Contractor 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 Xxxxxx. O&R. Accordingly, Contractorthe Participant, its employees, agents agents, and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con 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 Work services to be performed under the Contractthis Agreement. Furthermore, Contractor 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 the Contractor Participant or any services or work performed for or on behalf of Con XxxxxxO&R, or in any other dealings relating to Con Xxxxxx. Contractor O&R. The Participant represents, warrants, and covenants that Contractorthe Participant, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this ArticleSection XXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor the Participant shall be in default under the Contract this Agreement and all other contracts between Con Edison O&R and Contractor the Participant and (a) Con Edison O&R may, in its sole discretion, cancel for default the Contract this Agreement and any other contract between Con Edison O&R and Contractorthe Participant, (b) Con Edison O&R may, in its sole discretion, remove Contractor the Participant from Con Edison's O&R’s list of qualified bidders, (c) Contractor the Participant shall have forfeited all rights it has under the Contract this Agreement and any other contracts contract between Con Edison O&R and Contractor the Participant (including, but not limited to, the right to payments for work services performed or goods furnished), and (d) Con Edison O&R shall have no further obligations to Contractor the Participant relating to such contracts. In addition, Contractor the Participant shall be liable to Con Edison O&R for all damages caused to, and costs incurred by, Con Xxxxxx O&R as a result of any violation of this ArticleSection XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx O&R has a good faith reason to believe that Contractor the Participant may have violated this ArticleSection XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor the Participant under the Contract this Agreement or any other contract between Con Edison O&R and Contractor the Participant during the pendency of such investigation. The remedies set forth in this Article Section XXXV are non-exclusive, and Con Edison O&R expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this ArticleSection XXXV, the term "Con Edison" “O&R” shall include all of Con Xxxxxx's affiliates (O&R’s affiliates, including, but not limited to, O&RConsolidated Edison Company of New York, Inc. (“Con Edison”). Contractor The Participant shall promptly report any alleged violation of this Article Section XXXV to the Con Edison’s Vice President of Purchasing or to the Con Edison’s Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3.

Gift Policy and Unlawful Conduct. 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 XxxxxxEdison. Accordingly, Contractor, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a 's breach of any these representations, warranties, or covenants and/or the commission obligation of any act prohibited under this Article, Contractor paragraph shall be in default under the Contract and all other contracts between a material breach of contract entitling Con Edison and Contractor and (a) Con Edison mayto, in its sole discretion, cancel for default the Contract and any other contract all contracts between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's its list of qualified bidders, (c) Contractor shall have forfeited and invoke and enforce all other 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, remedies that 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 under contract or applicable 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 Articleparagraph, the term "Con Edison" shall include all of Con XxxxxxEdison's affiliates affiliates, (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article policy 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. Contractor 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 Xxxxxx. O&R. Accordingly, Contractorthe Participant, its employees, agents agents, and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con 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 Work services to be performed under the Contractthis Agreement. Furthermore, Contractor 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 the Contractor Participant or any services or work performed for or on behalf of Con XxxxxxO&R, or in any other dealings relating to Con Xxxxxx. Contractor O&R. The Participant represents, warrants, and covenants that Contractorthe Participant, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this ArticleSection XXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor the Participant shall be in default under the Contract this Agreement and all other contracts between Con Edison O&R and Contractor the Participant and (a) Con Edison O&R may, in its sole discretion, cancel for default the Contract this Agreement and any other contract between Con Edison O&R and Contractorthe Participant, (b) Con Edison O&R may, in its sole discretion, remove Contractor the Participant from Con Edison's O&R’s list of qualified bidders, (c) Contractor the Participant shall have forfeited all rights it has under the Contract this Agreement and any other contracts contract between Con Edison O&R and Contractor the Participant (including, but not limited to, the right to payments for work services performed or goods furnished), and (d) Con Edison O&R shall have no further obligations to Contractor the Participant relating to such contracts. In addition, Contractor the Participant shall be liable to Con Edison O&R for all damages caused to, and costs incurred by, Con Xxxxxx O&R as a result of any violation of this ArticleSection XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx O&R has a good faith reason to believe that Contractor the Participant may have violated this ArticleSection XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor the Participant under the Contract this Agreement or any other contract between Con Edison O&R and Contractor the Participant during the pendency of such investigation. The remedies set forth in this Article Section XXXV are non-exclusive, and Con Edison O&R expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this ArticleSection XXXV, the term "Con Edison" “O&R” shall include all of Con Xxxxxx's affiliates (O&R’s affiliates, including, but not limited to, O&RConsolidated Edison Company of New York, Inc. (“Con Edison”). Contractor The Participant shall promptly report any alleged violation of this Article Section XXXV to the Con Xxxxxx’s Vice President of Purchasing or to the Con Xxxxxx’s Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.3.

Gift Policy and Unlawful Conduct. Contractor 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 XxxxxxEdison. Accordingly, Contractorthe Participant, its employees, agents agents, and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con 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 Work services to be performed under the Contractthis Agreement. Furthermore, Contractor the Participant is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor Participant or any services or work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor The Participant represents, warrants, and covenants that Contractorthe Participant, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this ArticleSection XXXV. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor the Participant shall be in default under the Contract this Agreement and all other contracts between Con Edison and Contractor the Participant and (a) Con Edison may, in its sole discretion, cancel for default the Contract this Agreement and any other contract between Con Edison and Contractorthe Participant, (b) Con Edison may, in its sole discretion, remove Contractor the Participant from Con Edison's Xxxxxx’s list of qualified bidders, (c) Contractor the Participant shall have forfeited all rights it has under the Contract this Agreement and any other contracts contract between Con Edison and Contractor the Participant (including, but not limited to, the right to pay payments for work services performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor the Participant relating to such contracts. In addition, Contractor the Participant shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx Edison as a result of any violation of this ArticleSection XXXV, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor the Participant may have violated this ArticleSection XXXV, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor the Participant under the Contract this Agreement or any other contract between Con Edison and Contractor the Participant during the pendency of such investigation. The remedies set forth in this Article Section XXXV are non-exclusive, and Con Edison expressly reserves reserve all rights and remedies under such contracts, and in law and equity. For the purposes of this ArticleSection XXXV, the term "“Con Edison" ” shall include all of Con Xxxxxx's affiliates (Edison’s affiliates, including, but not limited to, O&R). Contractor Orange and Rockland Utilities, Inc. The Participant shall promptly report any alleged violation of this Article Section XXXV to the Con Xxxxxx’s Vice President of Purchasing or to the Con Xxxxxx’s Ethics Helpline at 0-000-XXX-XXXX (01-000855-000-0000367- 3849). 332439v.3.

Gift Policy and Unlawful Conduct. 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 Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or 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 Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con 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.3447502 In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments and transportation), of any kind or any monetary amount, to any commissioner of the New York State Public Service Commission or to any employee of the New York State Department of Public Service. Many other federal, state, and local government agencies have restrictions on the value of gifts, meals and refreshments that their employees may accept. There is no uniform policy or rule applicable to employees of all government agencies. Giving or offering to give presents, gifts or gratuities in violation of applicable rules or laws could create the false impression that an entity or its employees or contractors are trying to improperly influence a government employee. It could also lead to civil or criminal penalties. Therefore, contractors and their employees, agents and subcontractors working on Con Edison or O&R projects shall not offer any presents, gift or gratuities to government employees in the course of their work for Con Edison or O&R. The Gift Policy and Unlawful Conduct provisions set forth immediately above are in addition to, and not in lieu of, any other provisions governing the contractual relationship between Con Edison (or O&R) and the Contractor (including any other provisions pertaining to similar subjects) and are intended to be applied together with such other provisions. . 378677