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 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 October 15, 2014 - 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 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 October 15In accordance with Section 15 of the New York State Public Service Law, 2014 - Article Title Page No.Con Edison and O&R employees (and contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments and transportation), of any kind or any monetary amount, to any commissioner of the New York State Public Service Commission or to any employee of the New York State Department of Public Service. Many other federal, state, and local government agencies have restrictions on the value of gifts, meals and refreshments that their employees may accept. There is no uniform policy or rule applicable to employees of all government agencies. Giving or offering to give presents, gifts or gratuities in violation of applicable rules or laws could create the false impression that an entity or its employees or contractors are trying to improperly influence a government employee. It could also lead to civil or criminal penalties. Therefore, contractors and their employees, agents and subcontractors working on Con Edison or O&R projects shall not offer any presents, gift or gratuities to government employees in the course of their work for Con Edison or O&R. The Gift Policy and Unlawful Conduct provisions set forth immediately above are in addition to, and not in lieu of, any other provisions governing the contractual relationship between Con Edison (or O&R) and the Contractor (including any other provisions pertaining to similar subjects) and are intended to be applied together with such other provisions. . 378677

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15, 2014 - Article Title Page No.391224v9

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 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 October 15, 2014 - Article Title Page No.391224v9

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 Blanket Purchase Agreement 4036923, with respect to clause (iv), above, the Contractor agrees to be bound by 6 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 12 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 October 15, 2014 - Article Title Page No.12

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4122073, 0 Proprietary and Confidential Page 13 of 55 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Edison may have under contract or applicable law. For Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by and comply with the applicable regulations contained in Chapter 60 Vice President of Title 41 of Purchasing or to 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 obligationsEthics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 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 October 15, 2014 - Article Title Page No.337858

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 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 October 15Signatures 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, 2014 - Article Title 5 Proprietary and Confidential Page 1 of 52 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station Supplier No.. Payment Terms Freight Terms FOB Transportation Ship Via

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4038431, 8 Proprietary and Confidential Page 9 of 9 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) 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 9 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (USD) 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 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 amendedincludes all documents incorporated in, and Vietnam Era Veterans' Readjustment Assistance Act distributed by Con Edison, in connection with Perfect Commerce Bid Event # 36630 dated January 5, 2012 including, but not limited to the following: Con Edison Standard Terms and Conditions for Construction Dated December 7, 2010 Bid Price Sheet Rev-D submitted on Feb. 28, 2012 380029-0-1 Con Edison 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 19749 EO-10321-B EO-1092 EO-1125 EO-3113 Regrade Special Conditions 2012 Rev 6 SC-Indefinite Quantity Contract 4 29 09 Vali Compliance, as amended offer, exception and set forth the Contractor's obligationsdisclosure Form Dated Feb. 24, including its affirmative action obligations2012 Prices are firm for a period of two years starting October 1, 2012. SpecificallyEscalation 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 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 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 Confidential Page 5 of 9 APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the Contractor and its subcontractors shall abide by other Party to the requirements of Sections 60-1.4(acontract with Con Xxxxxx is referred to as the "Contractor"), 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 October 15, 2014 - 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 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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 150-000-XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, 2014 - Article Title Con Edison and O&R employees (and contractors working for Con Edison or O&R) are prohibited from offering any present, gift or gratuity (including, but not limited to, meals, refreshments and transportation), of any kind or any monetary amount, to any commissioner of the New York State Public Service Commission or to any employee of the New York State Department of Public Service. Many other federal, state, and local government agencies have restrictions on the value of gifts, meals and refreshments that their employees may accept. There is no uniform policy or rule applicable to employees of all government agencies. Giving or offering to give presents, gifts or gratuities in violation of applicable rules or laws could create the false impression that an entity or its employees or contractors are trying to improperly influence a 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. . 378677 (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 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 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No.. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (USD)

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4007701, 2 Proprietary and Confidential Page 37 of 71 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 clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Blanket Purchase Agreement 4007701, 2 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 38 of Title 41 of the Code of Federal Regulations which implement Executive Order 1124671 December 7, 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 October 15, 2014 - Article Title Page No.2010

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15Standard Purchase Order 4359749, 2014 - Article Title 2 Proprietary and Confidential Page 12 of 51 July 1, 2012 TABLE OF CONTENTS Standard Purchase Order 4359749, 2 Proprietary and Confidential Page 13 of 51 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 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 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 RegulationsBlanket Purchase Agreement 4384183, 0 Proprietary and Confidential Page 57 of 57 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) ATTACHMENT NO. These regulations prohibit discrimination against qualified individuals based on their status 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 Confidential Page 1 of 55 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via installation, gas piping installation, kerosene piping installation along with all associated equipment and devices and minor civil work as protected veterans or individuals with disabilitiesrequired 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 work before a site specific HASP is approved by Con Edison EH&S. Original invoices and all supporting documentations should be sent to the Con Edison Authorized Representative. Expenditure Limitation: The 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 Confidential Page 2 of 55 limitation, and prohibit discrimination against the Contractor shall not be obligated to 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 incorporated herein by reference: - Con Xxxxxx's invitation to RFQ #622131-3 and all individuals based documents referenced therein and the drawings, specifications and reports on their racethe corresponding CD-ROM distributed to bidders. - Consolidated Edison Company of New York Standard Terms and Conditions, colorfor Construction Contracts, religiondated July 1, sex or national origin2012. Moreover- Con Xxxxxx's Construction Contract Special Conditions for 60th Street Station, 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 October 15dated April 9, 2014 - Article Title Page 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 purchased at the sole discretion of Con Xxxxxx. Unit pricing shall remain firm for the entire contract. Option 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 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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 150-000-XXX-XXXX (0-000-000-0000). In accordance with Section 15 of the New York State Public Service Law, 2014 - Article Title Con Edison and O&R employees (and Standard Purchase Order 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. . 378677 (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 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 Supplier Contact: Key ConEd Contact: Ship To: Multiple Bill To: PO Box 799 Xxxxxx Station Supplier No.. Payment Terms Freight Terms FOB Transportation Ship Via

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 Blanket Purchase Agreement 4037051, with respect to clause (iv), above, the Contractor agrees to be bound by 4 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 9 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 October 15, 2014 - Article Title Page No.9

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 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 Standard Terms and Conditions for Construction Contracts 10/15/14‌ October 15, 2014 - 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 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 this Appendix A. 337730 Blanket Purchase Agreement 4041665, 2 Proprietary and Confidential Page 10 of 10 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled 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 Edison may have under contract or applicable law. For the purposes of this paragraph, the term "Subcontracts For Commercial Items Con Edison" shall include all of Con Edison's affiliates, (DEC 2010including, but not limited to, O&R)" . Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or otherwise required by this Section 17to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Additionally337858 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) 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, with respect to clause 4 Proprietary and Confidential Page 1 of 10 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (ivUSD) 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), aboveINCLUDING, 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 New York State Law and the terms of this Purchase Order, Contractor agrees will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to be bound by Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Prevailing Wages and comply Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with the applicable regulations contained New York State Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to 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 amounts on this order are expressed 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(aUSD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) and 60-741-5(aAmount (USD) 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 October 15, 2014 PREMIUM - Article Title Page No.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 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 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 this Appendix A. 337730 Standard Purchase Order 4046319, 1 Proprietary and Confidential Page 8 of 8 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Xxxxxx's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 (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 8 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX Type COMPASS Complex Service PO 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, NY 11572 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Furnish all labor, material, equipment, insurance and supervision, for the installation of electrical material and equipment at the 74th Street Generating Station. Work will be bound performed at 000 Xxxx 00xx Xxxxxx .. No Vendor/Contractor can perform any work before a site specific HASP is approved by and comply 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 applicable regulations contained in Chapter 60 following which are incorporated herein by reference: Con Xxxxxx's Standard Terms and Conditions of Title 41 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 Bid Event 37179 dated 10/10/12 and all documents referenced COMPASS Complex Service PO 4072158, 1 Proprietary and Confidential Page 2 of the Code of Federal Regulations which implement Executive Order 112468 therein. Clarification dated 10/9/12, Section 503 of the Rehabilitation Act of 1973clarification #1 dated 10/1/12, as amendedclarification #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 Vietnam Era Veterans' Readjustment Assistance Act of 1974Compliance Form dated 10-15-12 , as amended Case took no exceptions to initiation to bid, plans specifications or terms and set forth the Contractor's obligations, including its affirmative action obligations. Specifically, the Contractor conditions.. All prices and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(aamounts on this order are expressed in USD Line / Pay Item Part Number / Description Supplier Part# Delivery Date/Time Quantity UOM Unit Price (USD) and 60-741-5(aAmount (USD) 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 October 15, 2014 1 Needed: 10/21/2012 1 EACH 5567948.0 0 5,567,948.00 LUMPSUM - Article Title Page No.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 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 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 October 15(Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) 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 Confidential Page 1 of 56 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (USD) 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 -1.0% for the second year, escalation 6.0% for the optional third year, and escalation 10.0% for the optional fourth year, from year 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, excavation, 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 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's Special Conditions of Purchase – Indefinite Quantity Contract dated 7/1/12 Con Edison Supplemental Construction Contract Requirements CONST-004 Revision Number 1, dated 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, 2014 - Article Title Page No.Appendix A Gift Policy Safeway Construction Enterprises Inc. Disclosure Form dated 2/15/14 Safeway Construction Enterprises Inc. took no exceptions In accordance with New York State Law and the terms of this Purchase Order, Contractor will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to Xxxx Xxxxxxx 000-000-0000 xxxxxxxx@xxxxx.xxx. Prevailing Wages and Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with New York State 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 Trenching Manual Revised January 29, 2014 Part 1 of 2.pdf AMENDMENT 3.docx AMENDMENT 2.docx AMENDMENT 1.docx Con Edison Bronx Special Conditions- Supplemental Dead Gas-Test Pits 2-6-14.docx Con Edison Supplemental Construction Contract Requirements-Const-004 Rev1 6-7-2011.pdf Con Edison Trenching Manual Revised January 29, 2014 Part 2 of 2.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)

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 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 this Appendix A. 337730 Standard Purchase Order 4029926, 2 Proprietary and Confidential Page 8 of 41 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Standard Purchase Order 4029926, 2 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 9 of Title 41 of the Code of Federal Regulations which implement Executive Order 11246December 7, 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 October 15, 2014 - Article Title Page No.2010

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4028928, 7 Proprietary and Confidential Page 20 of 20 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Xxxxxx's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 (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 comply Confidential Page 1 of 41 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: XXXXXX@XXXXX.XXX Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via The Contractor shall furnish supervision, labor, tools, materials, equipment necessary to complete the work in accordance with the applicable regulations contained requirements for the removal/installation of Xxxxxxxxx Substation fire pump house. All work will be performed in Chapter 60 accordance with the following documents which are incorporated herein by reference: Con Edison's Standard Terms and Conditions of Title 41 of the Code of Federal Regulations which implement Executive Order 11246Construction Contracts dated December 07, Section 503 of the Rehabilitation Act of 19732010. Supplemental Construction Contract Requirements (C-CM-003R) dated June 07, as amended2008 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 all documents referenced therein. Xxxxxxxx Construction signed Offer, Exception, Disclosure, and Vietnam Era Veterans' Readjustment Assistance Act 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 197441 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 Site Specific Health And Safety Plan (e-HASP) to the project manager and subsequently receiving an approval of such plan in writing from a Con Edison representative. 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, as amended 2 Proprietary and set forth the Contractor's obligationsConfidential Page 3 of 41 Contract Terms and Conditions Terms and Conditions 4 Standard Terms 4 Appendix A 4 Gift Policy 7 Terms and Condition 12-7-10 8 Standard Purchase Order 4029926, including its affirmative action obligations. Specifically2 Proprietary and Confidential Page 4 of 41 Terms and Conditions APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the Contractor and its subcontractors shall abide by other Party to the requirements of Sections 60-1.4(acontract with Con Xxxxxx is referred to as the "Contractor"), 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 October 15, 2014 - 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 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 this Appendix A. 337730 Blanket Purchase Agreement 4007583, 1 Proprietary and Confidential Page 37 of 71 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Blanket Purchase Agreement 4007583, 1 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 38 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 October 15, 2014 - Article Title Page No.71

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4127902, 0 Proprietary and Confidential Page 13 of 55 employees of Con Edison nor their family members, agents, or designees, shall accept gifts, whether in the clause entitled form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Subcontracts For Commercial Items (DEC 2010)" or otherwise required by this Section 17. Additionally, with respect to clause (ivGift"), abovefrom 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 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, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by and comply with the applicable regulations contained in Chapter 60 Vice President of Title 41 of Purchasing or to 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 obligationsEthics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 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 October 15, 2014 - Article Title Page No.337858

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 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 this Appendix A. 337730 Standard Purchase Order 4139164, 3 Proprietary and Confidential Page 9 of 49 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Edison may have under contract or applicable law. For Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Standard Purchase Order 4139164, 3 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 10 of Title 41 of the Code of Federal Regulations which implement Executive Order 1124649 STANDARD TERMS AND CONDITIONS FOR July 1, 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 October 15, 2014 - Article Title 2012 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 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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 this Appendix A. 337730 Blanket Purchase Agreement 4039209, 8 Proprietary and Confidential Page 9 of 9 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) 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 comply with the applicable regulations contained in Chapter 60 Confidential Page 1 of Title 41 11 Consolidated Edison Company of the Code of Federal Regulations which implement Executive New York, Inc. 0 XXXXXX XXXXX Type COMPASS BPA Order 112464039704 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, Section 503 of the Rehabilitation Act of 1973NY 11232 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, as amendedXX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (USD) 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 Vietnam Era Veterans' Readjustment Assistance Act 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 197411 - REVISED BID PRICE SHEET DATE APRIL 24, as amended 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 set forth disclosure forms dated 3 28 12 In accordance with New York State Law and the Contractorterms of this Purchase Order, 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 Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with New York State Prevailing Wages and Con Xxxxxx's obligationsTerms and Conditions. Send all Certified Payrolls to Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. 12/13/12 C/O TO ADD THE FOLLOWING ITEMS T46A, including its affirmative action obligationsT47A, T47LA PER FIELD REQUEST. Specifically, the Contractor DB Reference Documents: Supplemental_Construction_Contract_Requirements_(SCCR).pdf STC_Construction.pdf All prices and its subcontractors shall abide by the requirements of Sections 60-1.4(a), 60-300.5(aamounts on this order are expressed in USD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) and 60-741-5(aAmount (USD) 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 October 15, 2014 PREMIUM - Article Title Page No.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 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 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 this Appendix A. 337730 Standard Purchase Order 4141737, 2 Proprietary and Confidential Page 9 of 49 or treatment and whether or not the clause entitled "Subcontracts 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 Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 337858 Standard Purchase Order 4141737, 2 Proprietary and comply with the applicable regulations contained in Chapter 60 Confidential Page 10 of Title 41 of the Code of Federal Regulations which implement Executive Order 1124649 STANDARD TERMS AND CONDITIONS FOR July 1, 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 October 15, 2014 - Article Title 2012 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 (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 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 this Appendix A. 337730 Blanket Purchase Agreement 4039704, 8 Proprietary and Confidential Page 11 of 11 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled 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 "Subcontracts For Commercial Items Con Edison" shall include all of Con Edison's affiliates, (DEC 2010including, but not limited to, O&R)" . Contractor shall promptly report any alleged violation of this policy to the Vice President of Purchasing or otherwise required by this Section 17to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). Additionally337858 (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, with respect to clause 2 Proprietary and Confidential Page 1 of 10 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX 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 Supplier Contact: Key ConEd Contact: Ship To: 0 XXXXXX XXXXX XXX XXXX, XX 00000 XXXXXX XXXXXX Bill To: PO Box 799 Xxxxxx Station Supplier No. Payment Terms Freight Terms FOB Transportation Ship Via Effective Start Date Effective End Date Amount Agreed (ivUSD) 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), aboveINCLUDING, 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 New York State Law and the terms of this Purchase Order, Contractor agrees will maintain a 100% Payment Bond for the duration of this Purchase Order. All bond documentation shall be forwarded to be bound by Xxxxxxxx Xxxxxx 000-000-0000 xxxxxxx@xxxxx.xxx. Prevailing Wages and comply Certified Payrolls: Contractor shall submit monthly certified payrolls in accordance with the applicable regulations contained New York State Prevailing Wages and Con Xxxxxx's Terms and Conditions. Send all Certified Payrolls to 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 amounts on this order are expressed 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(aUSD Line Part Number / Description Supplier Part# Effective Date Expires On Quantity UOM Unit Price (USD) and 60-741-5(aAmount (USD) 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 October 15, 2014 PREMIUM - Article Title Page No.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 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 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 this Appendix A. 337730 Blanket Purchase Agreement 4121984, 2 Proprietary and Confidential Page 13 of 55 Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the clause entitled "Subcontracts 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 Edison may have under contract or applicable law. For Commercial Items (DEC 2010)" or otherwise required by the purposes of this Section 17. Additionally, with respect to clause (iv), aboveparagraph, the term "Con Edison" shall include all of Con Edison's affiliates, (including, but not limited to, O&R). Contractor agrees shall promptly report any alleged violation of this policy to be bound by and comply with the applicable regulations contained in Chapter 60 Vice President of Title 41 of Purchasing or to 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 obligationsEthics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 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 October 15, 2014 - Article Title Page No.337858

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15, 2014 - Article Title Page No.Appendix A. 337730

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 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 October 15June 21, 2014 2016 - Article Title Page No.