Common use of SUBCONTRACTS FOR COMMERCIAL ITEMS Clause in Contracts

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4205685, 3 Proprietary and Confidential Page 49 of 50 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4127902, 0 Proprietary and Confidential Page 13 of 55 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 Xxxxxx. Accordingly, Contractor, its employees, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx Edison 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Special Conditions of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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- Indefinite Quantity Contract SPECIAL CONDITIONS OF PURCHASE -- INDEFINITE QUANTITY CONTRACT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4585552, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604585552, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4585552, but not limited to6 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4039209, 8 Proprietary and Confidential Page 9 of 9 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 7 CONTRACTOR: SICON CONTRACTORS INC PURCHASE ORDER NO.: 4039704 BID COMPARISON: $17,695,000 $20,082,370 $20,567,614 $21,210,651 $28,602,477 $31,856,564 COMPASS BPA 4039704, 8 Proprietary and Confidential Page 1 of 11 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4039704 Revision 8 PO Approved Date 01/07/2013 Revision Date 01/07/2013 Current Buyer Xxxxx Xxxxx Supplier: SICON CONTRACTORS INC COMPASS 000 XXXXX XX BROOKLYN, NY 11232 UNITED STATES Supplier Contact: XXXXXXX 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 7431 Immediate N/A N/A Effective Start Date Effective End Date Amount Agreed (USD) 09/01/2012 08/31/2015 18,700,000.00 Notes: STATEN ISLAND AREA TRENCHING CONTRACT NO WORK IS TO BE PERFORMED WITHOUT AN APPROVED HASP NO WORK CAN BEGIN WITHOUT A HASP THIS IS A 3 YEAR CONTRACT - THIS PRICING REMAINS FIRM FOR THE LENGTH OF THE CONTRACT THIS BPA TAKES THE PLACE OF BPA 4018957. SICON CONTRACTORS THIS BPA IS GOVERNED BY PERFECT COMMERCE BID EVENT # 36630 Dated March 8, 2012, and ALL DOCUMENTS REFERENCED THEREIN(WHICH ARE INCORPORATED HEREIN BY REFERENCE) INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: The CONTRACTOR HAS TAKEN NO EXCEPTIONS. - CON EDISON STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION DATED: DECEMBER 7, 2010 as MODIFIED BY THE PAYMENT TERMS THAT FOLLOW. - BROOKLYN QUEENS ITEM USAGE AND CONVERSIONS REV 1 - BROOKLYN QUEENS SPECIAL CONDITIONS MARCH 28 2012 REV 4 - STATEN ISLAND ITEM USAGE and CONVERSIONS REV, 9, DATED APRIL 4, 2012 - STATEN ISLAND SPECIAL CONDITIONS REV, 4, DATED MARCH 28, 2012 - BID PRICE SHEET REV. J, DATED APRIL 6, 2012 - SC-INDEFINITE QUANTITY CONTRACT (4 29 09)[1] COMPASS BPA 4039704, 8 Proprietary and Confidential Page 2 of 11 - REVISED BID PRICE SHEET DATE APRIL 24, 2012 -TRENCHING MANUAL - REVISION 7, NOV. 2009 - REV. 8 RESTORATION MANUAL 7-30-09 - GAS TRENCHING MANUAL APPROVED 7-8-11 - PREMIUM CREW RATES 2011 - PREVAILING WAGE INFORMATION 1[1] - PREVAILING WAGES CLARIFICATIONS [1][1] - PRICING WORK SHEET FOR AREA TRENCHING CONTRACT REV J Sicon's Compliance, offer exception and disclosure forms dated 3 28 12 In accordance with Section 15 of the New York State Public Service LawLaw and the terms of this Purchase Order, Con Edison Contractor will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Prevailing Wages and O&R employees (and Blanket Purchase Agreement 5149160, 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 Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with New York State Public Service Commission or Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to any employee of the New York State Department of Public ServiceXxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Many other federal12/13/12 C/O TO ADD THE FOLLOWING ITEMS T46A, stateT47A, T47LA PER FIELD REQUEST. DB Reference Documents: Supplemental_Construction_Contract_Requirements_(SCCR).pdf STC_Construction.pdf All prices and local government agencies have restrictions amounts 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 this order are expressed 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 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 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. . 37867716-OCT-2012 9 NS0171140 EACH 1.00 T350 - TIMEEQPPAYMENT 10 NS0170603 SQUARE FOOT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4585550, 10 Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604585550, contractors working for Con Edison or O&R) are prohibited from offering any present10 CONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4585550, but not limited to10 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4673546, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604673546, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4673546, but not limited to1 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4708660, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604708660, contractors working for Con Edison or O&R) are prohibited from offering any present2 CONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4708660, but not limited to2 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4148687, 2 Proprietary and Confidential Page 49 of 50 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Blanket Purchase Agreement 5098212, 0 Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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 Blanket Purchase Agreement 5098212, 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4038431, 8 Proprietary and Confidential Page 9 of 9 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 6 CONTRACTOR: VALI INDUSTRIES INC PURCHASE ORDER NO.: 4039209 BID COMPARISON: $6,422,250 $7,367,150 $8,839,104 $9,786,996 COMPASS BPA 4039209, 8 Proprietary and Confidential Page 1 of the 9 Consolidated Edison Company of New York State Public Service LawYork, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4039209 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 5,892,775.00 Notes: REGRADE FOR MANHOLE CASTINGS - BROOKLYN NO WORK CAN BEGIN WITHOUT A HASP 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 Discounted multiplier Factor Against Con Edison L&E Rates 0.95 For Work in Manhattan, Brooklyn Rates will have a 1.12 Multiplier applied VALI INDUSTRIES This contract is governed by and O&R employees (includes all documents incorporated in, and Blanket Purchase Agreement 5149160distributed by Con Edison, contractors working for Con Edison or O&R) are prohibited from offering any presentin connection with Perfect Commerce Bid Event # 36630 dated January 5, gift or gratuity (2012 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 following: Con Edison or O&R projects shall not offer any presentsStandard Terms and Conditions for Construction Dated December 7, gift or gratuities to government employees in the course of their work for 2010 Bid Price Sheet Rev-D submitted on Feb. 28, 2012 380029-0-1 Con Edison or O&R. The Trenching Manual Rev 7 Con Edison Castings Re-grades Requirement Summary Clarifications Dated Feb 21 2012 Number 1 EO-100167 EO-100271 EO-1008 COMPASS BPA 4039209, 8 Proprietary and Confidential Page 2 of 9 EO-10321-B EO-1092 EO-1125 EO-3113 Regrade Special Conditions 2012 Rev 6 SC-Indefinite Quantity Contract 4 29 09 Vali Compliance, offer, exception and disclosure Form Dated Feb. 24, 2012 Prices are firm for a period of two years starting October 1, 2012. Escalation for third year only is 2%. 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 10.00 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 1600.00 T171RG - REGRADEEXIST=<25SF 11 NS0170887 EACH 1675.00 T172RG - REGRADEEXIST=<40SF 12 NS0170896 EACH 2775.00 T173RG - REGDEEXIST40TO60SF 13 NS0170905 EACH 2925.00 T174RG - REGRADEEXIST>60SF 14 NS0170639 EACH 25.00 T125G - BRK/DISPSDWKASPEXC 15 XX0000000 EACH 1500.00 T171RG - REGRADEEXIST=<25SF This line CANCELED on 19-OCT-2012 16 XX0000000 SQUARE FOOT 3.00 T110 - VEHICULAR PLATES 17 NS0170916 EACH 200.00 T179 - DELIVERINSTALLCOVER 18 NS0170951 CYLIND 995.00 COMPASS BPA 4039209, 8 Proprietary and Confidential Page 3 of 9 Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) Amount (USD) ER T190 - STRUCTURALCONC<5CY 19 NS0170952 CYLIND ER 895.00 T191 - STRUCTURALCONC>5CY 20 NS0170979 EACH 200.00 T211 - MOBILIZATION 21 NS0170987 HOUR 250.00 T212 - PREMIUMCREWHOUR 22 NS0170994 HOUR 150.00 T213 - NIGHTPREMIUMCREWHR 23 NS0171050 CYLIND ER 225.00 T30 - TEMPORARY MACADAM 24 NS0171329 CYLIND ER 795.00 T6R - HEAVYREINCONRDBRKRES 25 NS0171344 CYLIND ER 550.00 T7R - BRKRESTSDWKDRIV 26 NS0170866 EACH 150.00 T170 - REGRADEGASVALVE 27 NS0170874 EACH 1500.00 T171D - BRKMHROOFPROTFACIL 28 XX0000000 LINEAR FOOT 9.00 T13RC - SAWCUT,REM,DESPASPH 29 NS0171145 CYLIND ER 1250.00 T400 - FURN,INSTALPAVNOEXCV 30 NS0171404 LINEAR FOOT 17.00 TRS424 - TRAF CONT STRIP 6IN 31 NS0171405 LINEAR FOOT 26.00 TRS425 - TRAF STRIP >6IN Blanket Purchase Agreement 4039209, 8 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 4039209, 8 Proprietary and Unlawful Conduct provisions set forth immediately above are in addition toConfidential Page 5 of 9 Terms and Conditions Standard Terms Appendix A APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, and not in lieu of, any the other provisions governing Party to the contractual relationship between contract with Con Edison (or O&R) and Xxxxxx is referred to as the Contractor (including any other provisions pertaining to similar subjects) and are intended to be applied together with such other provisions. . 378677"Contractor")

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4585554, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604585554, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4585554, but not limited to2 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4561938, 10 Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604561938, contractors working for Con Edison or O&R) are prohibited from offering any present10 CONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4561938, but not limited to10 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4185960, 2 Proprietary and Confidential Page 50 of 51 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Standard Purchase Order 4330642, 5 Proprietary and Confidential Page 51 of 52 Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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 Standard Purchase Order 4330642, 5 Proprietary and Confidential Page 52 of 52 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. . 378677378677 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 XXXXXXX CONSTRUCTION OF NY INC CONTRACTOR: PURCHASE ORDER NO.: 4329920 BID COMPARISON: $17,867,498 $17,196,123 $19,498,666 $21,350,996 $26,331,480 $26,384,656 $31,912,744 $33,236,567 $16,099,317 COMPASS BPA 4329920, 7 Proprietary and Confidential Page 1 of 74 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4329920 Revision 7 PO Approved Date 08/26/2014 Revision Date 08/26/2014 Current Buyer Xxxxx Xx Xxxx 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: Xxxxx Xx Xxxx 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 8466 Immediate DESTINATION Effective Start Date Effective End Date Amount Agreed (USD) 05/07/2014 05/06/2016 17,547,156.53

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Standard Purchase Order 4139164, 3 Proprietary and Confidential Page 9 of 49 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx Edison 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Standard Terms and Conditions for Construction Contracts CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. Standard Purchase Order 4139164, 3 Proprietary and Confidential Page 10 of the New York State Public Service Law49 STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS July 1, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 3786772012 - TABLE OF CONTENTS ArticleTitle Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4088044, 1 Proprietary and Confidential Page 48 of 49 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" Standard Purchase Order 4158669, 1 commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4582857, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604582857, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4582857, but not limited to7 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4028928, 7 Proprietary and Confidential Page 20 of 20 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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 EdisonXxxxxx's affiliates, (including, but not limited to, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: XXXXXXXX CONSTRUCTION CORP INC PURCHASE ORDER NO.: 4029926 BID COMPARISON: $1,200,000 $1,200,000 $1,560,000 $1,698,000 $1,977,000 $2,017,000 $2,225,750 COMPASS Complex Service PO 4029926, 2 Proprietary and Confidential Page 1 of 41 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4029926 Revision 2 PO Approved Date 01/18/2013 Revision Date 01/18/2013 Buyer Xxxx Xxxxxxxx Supplier: XXXXXXXX CONSTRUCTION CO INC COMPASS 4 EXECUTIVE PL YONKERS, NY 10701 UNITED STATES Supplier Contact: XXXXXXXXXX XXXXXX 0000000000 Key ConEd Contact: Xxxxxxx Xxxxx 000-000-0000 XXXXXX@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 9655 Immediate DESTINATION Notes: Demolition of existing fire pump house and the installation of new fire pump house. The Contractor shall furnish supervision, labor, tools, materials, equipment necessary to complete the work in accordance with Section 15 the requirements for the removal/installation of Xxxxxxxxx Substation fire pump house. All work will be performed in accordance with the New York State Public Service Lawfollowing documents which are incorporated herein by reference: Con Edison's Standard Terms and Conditions of Construction Contracts dated December 07, 2010. Supplemental Construction Contract Requirements (C-CM-003R) dated June 07, 2008 Specification CE-MS-350021935-06 A dated November, 2010 Specification CE-MS-3500-21935-06 B dated June, 2011 Con Edison Special Condition dated 7/11/12 Appendix A dated July, 2007 Con Xxxxxx's Invitation to Bid Event 37113 dated 7/14/12 and O&R employees (all documents referenced therein. Xxxxxxxx Construction signed Offer, Exception, Disclosure, and Blanket Purchase Agreement 5149160, contractors working for Compliance form dated 8/6/12. No exception taken to Terms and Conditions. Clarification #1 dated 8/13/12 Gift Policy Con Edison Representatives are: Xxxxxxxx Xxxxx 000-000-0000 Xxxx XxXxxx 000-000-0000 COMPASS Complex Service PO 4029926, 2 Proprietary and Confidential Page 2 of 41 Xxx Xxxxx 000-000-0000 EH&S Xxxx Xxxxxx 000-000-0000 This Purchase Order will be performed in accordance with the following: No work will begin prior to submitting a Task or O&RSite Specific Health And Safety Plan (e-HASP) are prohibited to the project manager and subsequently receiving an approval of such plan in writing 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 presentsrepresentative. Reference Documents: 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: 04/30/2013 1 EACH 1116000.0 0 1,116,000.00 LUMPSUM - LUMPSUM - LUMPSUM AGREEMENT Max Retainage Amount: 55,800.00 Retainage Rate: 10% 1-1 LUMPSUM - LUMPSUM - LUMPSUM AGREEMENT Needed: 04/30/2013 1 EACH 1116000.0 0 1,116,000.00 Ship To: Use the ship-to address at the top of page 1 Total: 1,116,000.00 (USD) Standard Purchase Order 4029926, gift or gratuities to government employees in the course 2 Proprietary and Confidential Page 3 of their work for Con Edison or O&R. The 41 Contract Terms and Conditions Table of Contents Terms and Conditions 4 Standard Terms 4 Appendix A 4 Gift Policy 7 Terms and Unlawful Conduct provisions set forth immediately above are in addition toCondition 12-7-10 8 Standard Purchase Order 4029926, 2 Proprietary and not in lieu ofConfidential Page 4 of 41 Terms and Conditions Standard Terms Appendix A APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, any the other provisions governing Party to the contractual relationship between contract with Con Edison (or O&R) and Xxxxxx is referred to as the Contractor (including any other provisions pertaining to similar subjects) and are intended to be applied together with such other provisions. . 378677"Contractor")

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4041665, 2 Proprietary and Confidential Page 10 of 10 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx Edison 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 9 CONTRACTOR: SICON CONTRACTORS INC PURCHASE ORDER NO.: 4041831 BID COMPARISON: $19,712,617 $23,204,566 $23,416,976 $26,622,242 $32,013,637 $34,686,240 COMPASS BPA 4041831, 4 Proprietary and Confidential Page 1 of 10 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4041831 Revision 4 PO Approved Date 01/22/2013 Revision Date 01/22/2013 Current Buyer Xxxxx Xxxxx Supplier: SICON CONTRACTORS INC COMPASS 000 XXXXX XX BROOKLYN, NY 11232 UNITED STATES Supplier Contact: XXXXXXX 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 7431 Immediate N/A DELIVERED Effective Start Date Effective End Date Amount Agreed (USD) 09/01/2012 08/31/2015 23,300,000.00 Notes: BROOKLYN WEST AREA TRENCHING CONTRACT (ELECTRIC) NO WORK CAN BEGIN WITHOUT A HASP THIS IS A 3 YEAR CONTRACT SICON CONTRACTORS THIS BPA IS GOVERNED BY PERFECT COMMERCE BID EVENT # 36630 Dated March 8, 2012, and ALL DOCUMENTS REFERENCED THEREIN (WHICH ARE INCORPORATED HEREIN BY REFERENCE), INCLUDING, BUT NOT LIMITED, TO THE FOLLOWING: The CONTRACTOR HAS TAKEN NO EXCEPTIONS. - CON EDISON STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION DATED: DECEMBER 7, 2010. - BROOKLYN QUEENS ITEM USAGE AND CONVERSIONS REV 1 - BROOKLYN QUEENS SPECIAL CONDITIONS MARCH 28 2012 REV 4 - STATEN ISLAND ITEM USAGE and CONVERSIONS REV, 9, DATED APRIL 4, 2012 - STATEN ISLAND SPECIAL CONDITIONS REV, 4, DATED MARCH 28, 2012 - BID PRICE SHEET REV. J, DATED APRIL 6, 2012 - REVISED BID PRICE SHEET DATE APRIL 24, 2012 -TRENCHING MANUAL - REVISION 7, NOV. 2009 - REV. 8 RESTORATION MANUAL 7-30-09 - GAS TRENCHING MANUAL APPROVED 7-8-11 - PREMIUM CREW RATES 2011 COMPASS BPA 4041831, 4 - PREVAILING WAGE INFORMATION 1[1] - PREVAILING WAGES CLARIFICATIONS [1][1] - PRICING WORK SHEET FOR AREA TRENCHING CONTRACT REV J - SICON COMPLIANCE, OFFER, EXCEPTION AND DISCLOSURE FORM DATED APRIL 9, 2012 - SC-INDEFINITE QUANTITY CONTRACT (4 29 09)[1] In accordance with Section 15 of the New York State Public Service LawLaw and the terms of this Purchase Order, Con Edison Contractor will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Prevailing Wages and O&R employees (and Blanket Purchase Agreement 5149160, 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 Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with New York State Public Service Commission or Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to any employee of the New York State Department of Public Service. Many other federal, state, Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx Prices are firm for all three years Reference Documents: Supplemental_Construction_Contract_Requirements_(SCCR).pdf STC_Construction.pdf All prices and local government agencies have restrictions amounts 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 this order are expressed 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 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 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. . 37867716-OCT-2012 9 NS0171140 EACH 1.00 T350 - TIMEEQPPAYMENT 10 NS0170603 SQUARE FOOT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4122073, 0 Proprietary and Confidential Page 13 of 55 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx Edison 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Special Conditions of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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- Indefinite Quantity Contract SPECIAL CONDITIONS OF PURCHASE -- INDEFINITE QUANTITY CONTRACT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4778038, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14‌ Blanket Purchase Agreement 51491604778038, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4778038, but not limited to9 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Blanket Purchase Agreement 5397859, 0 Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4585552, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604585552, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4585552, but not limited to9 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the Blanket Purchase Agreement 4133946, clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. AdditionallyAppendix A. 337730 GIFT POLICY Blanket Purchase Agreement 4007701, with respect to clause (iv), above, the Contractor agrees to be bound by 2 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 37 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy 71 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law337858 Construction Terms and Conditions CONSOLIDATED EDISON COMPANY OF NEW YORK, Con Edison and O&R employees (and INC. STANDARD TERMS AND CONDITIONS Blanket Purchase Agreement 51491604007701, contractors working for Con Edison or O&R) are prohibited from offering any present2 Proprietary and Confidential Page 38 of 71 of CONSTRUCTION CONTRACTS December 7, 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. . 3786772010 -

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4561609, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604561609, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4561609, but not limited toOctober 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Blanket Purchase Agreement 4384183, 0 Proprietary and Confidential Page 57 of 57 Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 FRESH MEADOW MECHANICAL CORP CONTRACTOR: PURCHASE ORDER NO.: 4358527 BID COMPARISON: $5,771,806 $5,699,245 $5,937,500 $6,853,859 $8,989,891 $4,675,900 $5,079,425 COMPASS Complex Service PO 4358527, 7 Proprietary and Unlawful Conduct:Contractor is advised that it is a strict Confidential Page 1 of 55 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4358527 Revision 7 PO Approved Date 11/04/2014 Revision Date 11/04/2014 Buyer Xxxxxxx XxXxxxx Supplier: FRESH MEADOW MECHANICAL CORP 00-00 XXXXX XXXXXX XX FRESH XXXXXXX, NY 11365 UNITED STATES Supplier Contact: READ XXXX ("Con Edison"000) policy that neither employees of Con 000-0000 Key ConEd Contact: 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000)0000 XXXXXXX@XXXXX.XXX Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. In accordance with Section 15 Payment Terms Freight Terms FOB Transportation Ship Via 7146 Immediate DESTINATION Notes: 60th Street Steam Generating Station Installation and Upgrade of Zeeco Burners and Kerosene System Brief Descripton of work: installation and Upgrade of Zeeco Burners and Kerosene System to meet the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (includingrequired NOx limits while maintaining reasonable CO2 emissions located at the 60th Street Generating Station in Manhattan. The Work includes, but is not limited to: includes burner removal, mealsburner installation, refreshments gas piping installation, kerosene piping installation along with all associated equipment and transportation), of devices and minor civil work as required under the Contract Drawings published under Con Edison's RFQ Number 622131-3 and the Project CD-ROM. Con Xxxxxx's Representatives: Xxxxxx Xxxxxx – Phone Number (000) 000-0000; email address: xxxxxxx@xxxxx.xxx Xxxx Xxxxxxxxx – Phone Number (000) 000-0000; email address: xxxxxxxxxxxxx@xxxxx.xxx Fresh Meadow Mechanical Corp.'s Representative: Xxxx Xxxx – Phone Number (000) 000-0000; email address: xxxxx@xxxxxxx.xxx No Vendor/Contractor can perform 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 work before a site specific HASP 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 approved by Con Edison or O&R projects shall not offer any presents, gift or gratuities EH&S. Original invoices and all supporting documentations should be sent to government employees in the course of their work for Con Edison or O&R. Authorized Representative. Expenditure Limitation: The Gift Policy Maximum Expenditure Authorized under this Purchase Order is $5,756,813. Con Xxxxxx will not be obligated to payment hereunder in excess of this expenditure COMPASS Complex Service PO 4358527, 7 Proprietary and Unlawful Conduct provisions set forth immediately above are in addition toConfidential Page 2 of 55 limitation, 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 shall not be obligated to similar subjects) continue performance unless and until an increase has been authorized by means of a duly executed revision to the Purchase Order. This Purchase Order will be performed in accordance with the following which are intended incorporated herein by reference: - Con Xxxxxx's invitation to RFQ #622131-3 and all documents referenced therein and the drawings, specifications and reports on the corresponding CD-ROM distributed to bidders. - Consolidated Edison Company of New York Standard Terms and Conditions, for Construction Contracts, dated July 1, 2012. - Con Xxxxxx's Construction Contract Special Conditions for 60th Street Station, dated April 9, 2014 - Con Edison Supplemental Construction Contract Requirements-Const-004 Rev1 6-7-2011 - Con Edison Specification CE-MS-3500-24563-11-A Rev 00 dated March 2014 - Amendment No. 1 to RFQ 622131 dated 4-9-2014 - Amendment No. 2 to RFQ 622131 dated 4-9-2014 - Amendment No. 3 to RFQ 622131 dated 4-11-2014 - Amendment No. 4 to RFQ 622131 dated 4-13-2014 - Amendment No. 5 to RFQ 622131 dated 4-13-2014 - Amendment No. 6 to RFQ 622131 dated 4-14-2014 - Amendment No. 7 to RFQ 622131 dated 4-18-2014 - Clarifications 1-4 dated 4-17-17, 4-15-14 4-18-14 and 4-23-14, respectively - 60th Street Station – CE-MS-3500-24563-11-A- Questions and Answers 4-9-2014 - Executed Pre-Award Meeting Minutes, dated 6-5-14 - Appendix A - Con Edison Gift Policy - Fresh Meadow Mechanical Corp. Disclosure form dated 4-24-14 - Fresh Meadow Mechanical Corp. took no exceptions Option Items. These items will be applied together with such other provisionspurchased at the sole discretion of Con Xxxxxx. Unit pricing shall remain firm for the entire contract. 378677Option Items 1.0 – 7.0 have been omitted from contract. Option Items

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Standard Purchase Order 4046319, 1 Proprietary and Confidential Page 8 of 8 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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 EdisonXxxxxx's affiliates, (including, but not limited to, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: CASE CONTRACTING LTD PURCHASE ORDER NO.: 4072158 BID COMPARISON: $6,900,200 $7,100,000 $8,424,000 $11,944,000 COMPASS Complex Service PO 4072158, 1 Proprietary and Confidential Page 1 of the 8 Consolidated Edison Company of New York State Public York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service LawPO Order 4072158 Revision 1 PO Approved Date 02/01/2013 Revision Date 02/01/2013 Buyer Xxxxx Xxxxxxx Supplier: CASE CONTRACTING LTD COMPASS 0000 XXXXXX XX OCEANSIDE, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160NY 11572 UNITED STATES Supplier Contact: XXXXX XXXXX 5165949700#12 Key ConEd Contact: Xxxxx Xxxxxxxxxx 000-000-0000 XXXXXXXXXXX@XXXXX.XXX Ship To: 0 XXXXXX XXXXX XXX XXXX, contractors working for Con Edison or O&R) are prohibited from offering any presentXX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station New York, gift or gratuity (including, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 5757 Immediate DELIVERED Notes: The Scope of Work Shall include but not limited to: Furnish all labor, mealsmaterial, refreshments equipment, insurance and transportation)supervision, for the installation of electrical material and equipment at the 74th Street Generating Station. Work will be performed at 000 Xxxx 00xx Xxxxxx .. No Vendor/Contractor can perform any kind or any monetary amountwork before a site specific HASP is approved by Con Edison EH&S. Con Edison Representatives are: Xxxx Xxxxxxxxx - telephone 000 000 0000 Xxxx Xxxxxx - telephone 000 000 0000 This Purchase Order will be performed in accordance with the following which are incorporated herein by reference: Con Xxxxxx's Standard Terms and Conditions of Construction Contracts dated December 7, 2010 and the Con Edison's Supplemental Construction Contract Requirements (C-CM-003R1) dated June 7, 2008. - Con Xxxxxx's Invitation to any commissioner Bid Event 37179 dated 10/10/12 and all documents referenced COMPASS Complex Service PO 4072158, 1 Proprietary and Confidential Page 2 of the New York State Public Service Commission or to any employee of the New York State Department of Public Service8 therein. Many other federalClarification dated 10/9/12, stateclarification #1 dated 10/1/12, clarification #2 dated 10/10/12, clarification #3 dated 10/11/12, clarification #4 dated 10/11/12, clarification # 5 dated 10/12/12, clarification #6 dated 10/15/12. Case's signed Offer, Exception, Disclosure, and local government agencies have restrictions Compliance Form dated 10-15-12 , Case took no exceptions to initiation to bid, plans specifications or terms and conditions.. All prices and amounts 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 this order are expressed 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 USD Line / Pay Item Part Number / Description Supplier Part# Delivery Date/Time Quantity UOM Unit Price (or O&RUSD) and the Contractor Amount (including any other provisions pertaining to similar subjectsUSD) and are intended to be applied together with such other provisions. . 3786771 Needed: 10/21/2012 1 EACH 5567948.0 0 5,567,948.00 LUMPSUM - LUMPSUM - LUMPSUM AGREEMENT Max Retainage Amount: 278,397.00 Retainage Rate: 10%

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4800676, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604800676, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4800676, but not limited to3 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677391224v9

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Standard Purchase Order 4329000, 4 Proprietary and Confidential Page 52 of 52 Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Signatures Buyer Supplier(Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 2 CONTRACTOR: XXXXXXXX GENERAL CONTRACTORS CORP PURCHASE ORDER NO.: 4330642 BID COMPARISON: $1,759,230 $1,641,420 $2,325,275 $2,331,450 $2,643,300 $2,925,970 $1,507,990 COMPASS Complex Service PO 4330642, 5 Proprietary and Unlawful Conduct:Contractor is advised that it is a strict Confidential Page 1 of 52 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS Complex Service PO Order 4330642 Revision 5 PO Approved Date 08/21/2014 Revision Date 08/21/2014 Buyer Xxxx Xxxxxxxx Supplier: XXXXXXXX GENERAL CONTRACTORS CORP COMPASS 000 00XX XX BROOKLYN, NY 11232 UNITED STATES Supplier Contact: XXXXX XXXXXXX ("Con Edison"000) 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1000-855- FOR-ETHX (0-0000 Key ConEd Contact: Xxxxx Xxxxxxxxxx 000-000-0000)0000 XXXXXXXXXXX@XXXXX.XXX Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Payment Terms Freight Terms FOB Transportation Ship Via 7017 Immediate DESTINATION

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 51491604036923, contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments 6 Proprietary and transportation), Confidential Page 12 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. . 37867712

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4789651, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604789651, contractors working for Con Edison or O&R) are prohibited from offering any present3 CONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4789651, but not limited to3 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4119647, 0 Proprietary and Confidential Page 47 of 48 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Standard Purchase Order 4029926, 2 Proprietary and Confidential Page 8 of 41 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Terms and Condition 12-7-10 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. STANDARD TERMS AND CONDITIONS of the New York State Public Service LawCONSTRUCTION CONTRACTS Standard Purchase Order 4029926, Con Edison 2 Proprietary and O&R employees (and Blanket Purchase Agreement 5149160Confidential Page 9 of 41 December 7, 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. . 3786772010 -

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4217851, 0 Proprietary and Confidential Page 50 of 51 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Standard Purchase Order 4355699, 1 Proprietary and Confidential Page 53 of 53 Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 CONTRACTOR: SAFEWAY CONSTRUCTION ENTERPRISES INC PURCHASE ORDER NO.: 4320632 BID COMPARISON: $15,827,506 $15,480,907 $16,988,720 $19,825,942 $21,619,689 $26,408,575 $28,710,507 $33,737,786 $40,061,543 $43,438,434 $41,484,172 $44,721,051 $50,983,015 $52,070,227 $52,442,234 $17,064,375 COMPASS BPA 4320632, 0 Proprietary and Unlawful Conduct:Contractor is advised that it is a strict Confidential Page 1 of 56 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4320632 Revision 0 PO Approved Date 04/24/2014 Revision Date Current 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: 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 8880 Immediate Effective Start Date Effective End Date Amount Agreed ("Con Edison"USD) policy that neither employees 05/01/2014 04/30/2016 15,800,000.00 Notes: BRONX INSTALLATION OF DEAD GAS MAINS & SERVICES - GAS TRENCHING SUPPLEMENTAL CONTRACT THIS IS A 2 YEAR CONTRACT WITH CON XXXXXX HAVING AN OPTION TO RENEW FOR A 3RD AND 4TH YEAR YEAR 1 - 5/1/14-4/30/15 YEAR 2 – 5/1/15-4/30/16 YEAR 3-(AT CON XXXXXX'S OPTION) 5/1/16-4/30/17 YEAR 4-(AT CON XXXXXX'S OPTION) 5/1/17-4/30/18 Pricing will remain firm for the first year, with escalation of Con Xxxxxx nor their family members-1.0% for the second year, agentsescalation 6.0% for the optional third year, or designees, shall accept gifts, whether in and escalation 10.0% for the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift")optional fourth year, from contractorsyear one pricing. Contractor agrees not to seek pricing relief during the term of the blanket purchase agreement. The scope of work includes removal of existing pavement, sellersexcavation, or others transacting or seeking trenching, installation of plastic " dead" gas services and mains, backfill and all associated pavement restoration. All "Live" gas work and tie-ins will be performed by others. 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. COMPASS BPA 4320632, 0 Proprietary and Confidential Page 2 of 56 EXPENDITURE LIMITATION: THE MAXIMUM EXPENDITURE AUTHORIZED UNDER BLANKET PURCHASE AGREEMENT IS $15,800,000. 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 AGREEMENT. This Blanket Purchase Agreement will be performed in accordance with the following which are incorporated herein by reference: Con Edison invitation to transact any business with RFQ# 518067 and all documents referenced therein Con Edison Amendments No's 1, 2, 3 4, & 5 to bid event, dated 1/28/14, 2/4/14, 2/7/14, 2/10/14 & 2/13/14, respectively. Con Edison Standard Terms and Conditions of Construction Contract's dated 7/1/12 Con Xxxxxx. Accordingly, Contractor, its employees, agents and subcontractors are strictly prohibited from offering or giving any Gift to any employee 's Special Conditions of Purchase – Indefinite Quantity Contract dated 7/1/12 Con Edison or any employee's family memberSupplemental Construction Contract Requirements CONST-004 Revision Number 1, agentdated 6/7/11 Con Edison Bronx Special Conditions- Supplemental Dead Gas-Test Pits dated 2-6-14 Pre-Bid Meeting Minutes dated 1-30-2014 Con Edison Trenching Manual Revised January 29, or designee, whether or not made 2014 Appendix A Gift Policy Safeway Construction Enterprises Inc. Disclosure Form dated 2/15/14 Safeway Construction Enterprises Inc. took no exceptions In accordance with intent to obtain special consideration or treatment New York State Law and whether or not the employee is involved in the Work to be performed under the Contract. Furthermoreterms of this Purchase Order, Contractor is prohibited from engaging in fraudulent or unlawful conduct in will maintain a 100% Payment Bond for 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's breach of any obligation duration of this paragraph Purchase Order. All bond documentation shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy forwarded to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-Xxxx Xxxxxxx 000-000-0000)0000 xxxxxxxx@xxxxx.xxx. In Prevailing Wages and Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with Section 15 of the New York State Public Service Law, Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to Xxxx Xxxxxxx 000-000-0000 xxxxxxxx@xxxxx.xxx. Reference Documents: Safeway Construction Disclosure Form dated 2.15.14.pdf AMENDMENT 5.docx AMENDMENT 4.docx PRE-BID MEETING MINUTES dated 1-30-2014.docx Con Edison and O&R employees (and Blanket Purchase Agreement 5149160Trenching Manual Revised January 29, contractors working for 2014 Part 1 of 2.pdf AMENDMENT 3.docx AMENDMENT 2.docx AMENDMENT 1.docx 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 Bronx Special Conditions- Supplemental Dead Gas-Test Pits 2-6-14.docx Con Edison or O&R projects shall not offer any presents, gift or gratuities to government employees in the course of their work for Supplemental Construction Contract Requirements-Const-004 Rev1 6-7-2011.pdf Con Edison or O&R. The Gift Policy Trenching Manual Revised January 29, 2014 Part 2 of 2.pdf All prices and Unlawful Conduct provisions set forth immediately above amounts on this order are expressed in addition to, and not in lieu of, any other provisions governing the contractual relationship between Con Edison USD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (or O&RUSD) and the Contractor Amount (including any other provisions pertaining to similar subjects) and are intended to be applied together with such other provisions. . 378677USD)

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Blanket Purchase Agreement 5397855, 0 Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in Blanket Purchase Agreement 4103264, 0 such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Standard Purchase Order 4141737, 2 Proprietary and Confidential Page 9 of 49 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con Edison 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Standard Terms and Conditions for Construction Contracts CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. Standard Purchase Order 4141737, 2 Proprietary and Confidential Page 10 of the New York State Public Service Law49 STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS July 1, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 3786772012 - TABLE OF CONTENTS ArticleTitle Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4139428, 11 Proprietary and Confidential Page 48 of 49 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4018305, 3 Proprietary and Confidential Page 47 of 48 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4585550, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604585550, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4585550, but not limited toOctober 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4789667, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604789667, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4789667, but not limited toOctober 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4847390, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604847390, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4847390, but not limited to1 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 51491604037051, contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments 4 Proprietary and transportation), Confidential Page 9 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. . 3786779

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4960695, 5 Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Blanket Purchase Agreement 4960695, Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4073721, 0 Proprietary and Confidential Page 47 of 48 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4039704, 8 Proprietary and Confidential Page 11 of 11 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). 337858 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 8 CONTRACTOR: MECC CONTRACTNG INC PURCHASE ORDER NO.: 4041665 BID COMPARISON: $19,721,775 $22,969,254 $23,416,976 $26,622,242 $30,778,619 $34,570,267 COMPASS BPA 4041665, 2 Proprietary and Confidential Page 1 of 10 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX NEW YORK, NY 10003 UNITED STATES Type COMPASS BPA Order 4041665 Revision 2 PO Approved Date 10/16/2012 Revision Date 10/16/2012 Current Buyer Xxxxx Xxxxx Supplier: MECC CONTRACTING INC COMPASS 00 XXXXXX XXX XXXXXXXX, XX 00000 UNITED STATES Supplier Contact: Xxxxxx 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 8809 Immediate N/A DESTINATION Effective Start Date Effective End Date Amount Agreed (USD) 09/01/2012 08/31/2015 22,200,000.00 Notes: BROOKLYN EAST AREA TRENCHING CONTRACT NO WORK CAN BEGIN WITHOUT A HASP THIS IS A 3 YEAR CONTRACT MECC CONTRACTING THIS BPA IS GOVERNED BY PERFECT COMMERCE BID EVENT # 36630 Dated March 8, 2012, and ALL DOCUMENTS REFERENCED THEREIN (WHICH ARE INCORPORATED HEREIN BY REFERENCE), INCLUDING, BUT NOT LIMITED, TO THE FOLLOWING: The CONTRACTOR HAS TAKEN NO EXCEPTIONS. - CON EDISON STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION DATED: DECEMBER 7, 2010 -BROOKLYN QUEENS ITEM USAGE AND CONVERSIONS REV 1 -BROOKLYN QUEENS SPECIAL CONDITIONS MARCH 28 2012 REV 4 - BID PRICE SHEET REV. J, DATED APRIL 6, 2012 - REVISED BID PRICE SHEET DATE APRIL 26, 2012 - TRENCHING MANUAL - REVISION 7.PDF NOV. 2009 -GAS TRENCHING MANUAL APPROVED 7-8-11 - -PREMIUM CREW RATES.DOCX 2011 -PREVAILING WAGE INFORMATION 1[1] - PREVAILING WAGES CLARIFICATIONS [1][1] -PRICING WORK SHEET FOR AREA TRENCHING CONTRACT REV J COMPASS BPA 4041665, 2 Proprietary and Confidential Page 2 of 10 -MECC COMPLIANCE, OFFER, EXCEPTION AND DISCLOSURE FORM DATED MARCH 28, 2012 - SC-INDEFINITE QUANTITY CONTRACT (4 29 09)[1].DOC In accordance with Section 15 of the New York State Public Service LawLaw and the terms of this Purchase Order, Con Edison Contractor will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Prevailing Wages and O&R employees (and Blanket Purchase Agreement 5149160, 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 Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with New York State Public Service Commission or Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to any employee of the New York State Department of Public Service. Many other federal, state, Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx Prices are firm for all three years Reference Documents: Supplemental_Construction_Contract_Requirements_(SCCR).pdf STC_Construction.pdf All prices and local government agencies have restrictions amounts 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 this order are expressed 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 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 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. . 37867716-OCT-2012 9 NS0171140 EACH 1.00 T350 - TIMEEQPPAYMENT 10 NS0170603 SQUARE FOOT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Blanket Purchase Agreement 4561940, Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (as such term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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 Conditions for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Construction Contracts 10/15/14 Blanket Purchase Agreement 51491604561940, contractors working for Con Edison or O&R) are prohibited from offering any presentCONSOLIDATED EDISON COMPANY OF NEW YORK, gift or gratuity (includingINC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS Blanket Purchase Agreement 4561940, but not limited to3 October 15, 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. . 3786772014 - TABLE OF CONTENTS Article Title Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Standard Purchase Order 4270895, 0 Proprietary and Confidential Page 54 of 54 Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. AdditionallyAppendix A. 337730 GIFT POLICY Blanket Purchase Agreement 4007583, with respect to clause (iv), above, the Contractor agrees to be bound by 1 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 37 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy 71 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law337858 Construction Terms and Conditions CONSOLIDATED EDISON COMPANY OF NEW YORK, Con Edison and O&R employees (and INC. STANDARD TERMS AND CONDITIONS Blanket Purchase Agreement 51491604007583, contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments 1 Proprietary and transportation), Confidential Page 38 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 71 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

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Blanket Purchase Agreement 4121984, 2 Proprietary and Confidential Page 13 of 55 Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Con Edison Company of New York, Inc. ("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 are strictly prohibited from offering or giving any Gift to any employee of Con 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from its list of qualified bidders, and invoke and enforce all other rights or remedies that Con Xxxxxx Edison 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 337858 Special Conditions of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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- Indefinite Quantity Contract SPECIAL CONDITIONS OF PURCHASE -- INDEFINITE QUANTITY CONTRACT

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Standard Purchase Order 4359749, 2 Proprietary and Confidential Page 11 of 51 Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy Standard Terms and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company Conditions for Construction Contracts Standard Purchase Order 4359749, 2 Proprietary and Confidential Page 12 of New York51 CONSOLIDATED EDISON COMPANY OF NEW YORK, Inc. ("Con Edison") policy that neither employees INC. STANDARD TERMS AND CONDITIONS FOR CONSTRUCTION CONTRACTS July 1, 2012 - TABLE OF CONTENTS Standard Purchase Order 4359749, 2 Proprietary and Confidential Page 13 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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 37867751 ArticleTitle Page No.

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 20102014)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.20352.2013-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (iv) the clause entitled "Equal Opportunity (MAR 2007)" contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (v) the clause entitled "Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2010)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (vi) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)" contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (vii) the clause entitled "Notification of Employee Rights under the National Labor Relations Act (DEC 2010)" ) contained in Section 52.222-40 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 Standard Purchase Order 4358527, 7 Proprietary and Confidential Page 54 of 55 of title 48 of the Code of Federal Regulations); and (ix) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)" Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison Xxxxxx and the Contractor is for the supply of Commercial Items ("commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010)" and the clauses referenced in such clause and in this Section 17clause, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontracts, and (c) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Appendix A. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's ' s obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 10-855- FOR000-ETHX XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Standard Purchase Agreement 5149160Order 4358527, 7 Proprietary and Confidential Page 55 of 55 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. . 378677378677 Signatures Buyer Supplier (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. 3 XXXXXXXX SPECIALTY SERVICES, LLC CONTRACTOR: PURCHASE ORDER NO.: 4359749 BID COMPARISON: $2,245,290 $478,170 $2,247,300 $2,452,300 $2,722,500 $3,664,181 $2,501,900 COMPASS Complex Service PO 4359749, 2 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 4359749 Revision 2 PO Approved Date 11/04/2014 Revision Date 11/04/2014 Buyer Xxxxxxx Xxxxxxxxx Supplier: XXXXXXXX SPECIALTY SERVICES LLC COMPASS 000 XXXXXXXX XXXXXX XXXX XXX 0000 XXXXXX, XX 00000 UNITED STATES Supplier Contact: XXXXXXX XXXXX 0000000000 Key ConEd Contact: Xxxxxx X'Xxxxx 000-000-0000 X'XXXXXX@XXXXX.XXX Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station New York, NY 10276-0799 UNITED STATES Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via 8865 Immediate DESTINATION

SUBCONTRACTS FOR COMMERCIAL ITEMS. (this clause is applicable to all contracts) The Contractor agrees to be bound by and to comply with the clause entitled "Subcontracts For Commercial Items Standard Purchase Order 4088932, 1 Proprietary and Confidential Page 47 of 48 (DEC 2010SEP 2006)," which is contained in Section 52.244-6 of the Federal Acquisition Regulations (section 52.244-6 of the Code of Federal Regulations) and which also requires the Contractor to be bound by and to comply with: (i) the clause entitled " Contractor Code of Business Ethics and Conduct (APR 2010)" contained in Section 52.203-13 of the Federal Acquisition Regulations (section 52.203-13 of title 48 of the Code of Federal Regulations); (ii) the clause entitled "Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010)" contained in Section 52.203-15 of the Federal Acquisition Regulations (section 52.203-15 of title 48 of the Code of Federal Regulations); (iii)the clause entitled "Utilization of Small Business Concerns (DEC 2010MAY 2004)" contained in Section 52.219-8 of the Federal Acquisition Regulations (section 52.219-8 of title 48 of the Code of Federal Regulations); (ivii) the clause entitled "" Equal Opportunity (MAR 2007MAY 2002)" [probably should be "(APR 2002)"] contained in Section 52.222-26 of the Federal Acquisition Regulations (section 52.222-26 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "" Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 20102006)" contained in Section 52.222-35 of the Federal Acquisition Regulations (section 52.222-35 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Affirmative Action for Workers with Disabilities (OCT 2010)JUN 1998) " contained in Section 52.222-36 of the Federal Acquisition Regulations (section 52.222-36 of title 48 of the Code of Federal Regulations); (viiv) the clause entitled "Notification of Employee Rights under the National Labor Relations Act Concerning Payment of Union Dues or Fees (DEC 20102004)" contained in Section 52.222-40 39 of the Federal Acquisition Regulations (section 52.222-40 of title 48 of the Code of Federal Regulations); (viii) the clause entitled "Combatting Trafficking in Persons (FEB 2009)" contained in Section 52.222-50 of the Federal Acquisition Regulations (section 52.222-50 39 of title 48 of the Code of Federal Regulations); and (ixvi) the clause entitled "Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)." Contained in Section 52.247-64 of the Federal Acquisition Regulations (section 52.247-64 of title 48 of the Code of Federal Regulations. In addition, Contractor shall be bound by and comply with Section 14, above, Prohibition of Segregated Facilities, which is applicable to all contracts to which the Equal Opportunity clause (see subsection (iv) above) is applicable. If Blanket Purchase Agreement 5149160, the contract between Con Edison and the Contractor is for the supply of Commercial Items (" commercial items" as such the quoted term is defined in Section 2.101 of the Federal Acquisition Regulation (section 2.101 of title 48 of the Code of Federal Regulations)), then, to the extent that the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" lawfully requires only that the Contractor be bound by and comply with the text of such clause and the other clauses referenced therein rather than all of the provisions referenced in this Appendix A, the Contractor shall, with respect to the provisions in this Appendix A, only be required to (a) be bound by and comply with the clause entitled "Subcontracts For Commercial Items (DEC 2010SEP 2006)" and the clauses referenced in such clause and in this Section 17, (b) include the terms and conditions of "Subcontracts for Commercial Items (DEC 2010)" in all subcontractsclause, and (cb) to make and comply with the provisions of the certifications that are referenced in the clause entitled "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (iv), above, the Contractor agrees to be bound by and comply with the applicable regulations contained in Chapter 60 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, and Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(a) and 60-741-5(a) of Title 41 of the Code of Federal Regulations. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 391224v9 Appendix A. 337730 Gift Policy Gift Policy and Unlawful Conduct:Contractor is advised that it is a strict Consolidated Edison Company of New York, Inc. ("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 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's breach of any obligation of this paragraph shall be a material breach of contract entitling Con Edison to, in its sole discretion, cancel all contracts between Con Edison and Contractor, remove Contractor from 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, Orange and Rockland Utilities, Inc. ("O&R"). Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 1-855- FOR-ETHX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, Con Edison and O&R employees (and Blanket Purchase Agreement 5149160, 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. . 378677Policy