Common use of Xxxx Policy and Unlawful Conduct Clause in Contracts

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx Edison nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work services 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 services or work performed for or on behalf of Con XxxxxxEdison, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other purchase orders and contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other purchase order or contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con EdisonXxxxxx's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts contract between Con Edison and Contractor (including, but not limited to, the right to payments for work services performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such purchase orders or contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates Standard Purchase Order 4270895, 0 Proprietary and Confidential Page 50 of 54 (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2.

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2332439v.2 APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the other Party to the contract with Con Xxxxxx is referred to as the "Contractor")

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work services 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 services or work performed for or on behalf of Con XxxxxxEdison, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other purchase orders and contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other purchase order or contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con EdisonXxxxxx's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts Standard Purchase Order 4158669, 1 Proprietary and Confidential Page 28 of 32 contract between Con Edison and Contractor (including, but not limited to, the right to payments for work services performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such purchase orders or contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2343410 Appendix A APPENDIX A – REQUIRED CLAUSES AND CERTIFICATIONS (In this document, the other Party to the contract with Con Xxxxxx is referred to as the "Contractor")

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2332439v.2 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) CONTRACTOR: XXXXXX PIPELINE CORP PURCHASE ORDER NO.: 4122073 BID COMPARISON: $12,569,798 $15,499,106 COMPASS BPA 4122073, 0 Proprietary and Confidential Page 1 of 55 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX Type COMPASS BPA Order 4122073 Revision 0 PO Approved Date 03/30/2013 Revision Date Current Buyer Xxxxxxx Xxx Xxxxx Supplier: XXXXXX PIPELINE CORP COMPASS 0000 XXXXXXXX XXXX XXXXXXX, XX 00000 Supplier Contact: Key ConEd Contact: Ship To: 000 XXXXXXX XXXXX XX - XXXXXXXXXX XXXXXXXXXX, XX 00000 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)

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2 1. Nature of These Special Conditions These Special Conditions of Purchase--Indefinite Quantity Contract relate to the goods or services specified in the Contract, for the term set forth in the Contract. Any quantities of goods or services specified in the Contract are estimates only and are not purchased merely by entering into the Contract. The Contract is not a requirements contract. Con Xxxxxx reserves the right to contract with others during the term of the Contract for quantities of one or more of the items covered by the Contract, whether or not at the time Blanket Purchase Agreement 4133946, 2 Proprietary and Confidential Page 48 of 54 Con Edison has met its minimum purchase obligation as set forth below. 2.Maximum and Minimum Quantities Seller or Contractor (either of whom is hereinafter referred to in these Special Conditions of Purchase as "Seller") shall furnish such quantities of the items listed in the Contract as Con Edison may order, subject to the following limitation: where estimated quantities are stated, Seller shall supply up to one hundred twenty five percent (125%) of the estimated quantity of each item and, in consideration thereof, Con Edison shall make purchases of items under the Contract, the prices of which in the aggregate equal an amount that is at least ten percent (10%) of the total contract price for the estimated quantities. (For the avoidance of doubt, such ten percent (10%) commitment is not based upon the purchase of ten percent (10%) of each item.) If no estimated quantities are stated in the Contract, Con Edison's minimum purchase obligation shall be an amount equal to ten percent (10%) of the total authorized dollar amount stated in the Contract. The unit prices shall remain firm regardless of the quantities of each item or of all items ordered and, except for the applicable minimum purchase obligation set forth above, Con Edison shall incur no liability for items not ordered. For the avoidance of doubt, it is specifically acknowledged and agreed that the minimum purchase obligation set forth above shall not apply in the event that Con Edison exercises it rights pursuant to the Termination for Convenience provisions or the Cancellation for Default provisions, directly or indirectly, incorporated in the Contract.

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work services 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 services or work performed for or on behalf of Con XxxxxxEdison, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other purchase orders and contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other purchase order or contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con EdisonXxxxxx's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts contract between Con Edison and Contractor (including, but not limited to, the right to payments for work services performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such purchase orders or contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2.

Xxxx Policy and Unlawful Conduct. Contractor Seller is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, ContractorSeller, its employees, agents and Subcontractors subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work purchase of equipment or any services to be performed provided under the Contract. Furthermore, Contractor Seller is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor Seller or any services or work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor Seller represents, warrants, and covenants that ContractorSeller, its agents, employees, representatives and Subcontractors subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor Seller shall be in default under the Contract and all other contracts between Con Edison and Contractor Seller and (a) Con Edison may, in its sole Standard Purchase Order 4270895, 0 discretion, cancel for default the Contract and any other contract between Con Edison and ContractorSeller, (b) Con Edison may, in its sole discretion, remove Contractor Seller from Con EdisonXxxxxx's list of qualified bidders, (c) Contractor Seller shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor Seller (including, but not limited to, the right to payments for equipment furnished or work performed or goods furnishedperformed), and (d) Con Edison shall have no further obligations to Contractor Seller relating to such contracts. In addition, Contractor Seller shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor Seller may have violated this Article, and conducts an and investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor Seller under the Contract or any other contract between Con Edison and Contractor Seller during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor Seller shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2.

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2332439v.3 1. Nature of These Special Conditions

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2332439v.3

Xxxx Policy and Unlawful Conduct. Contractor is advised that it is a strict Con Edison policy that neither employees of Con Xxxxxx nor their family members, agents, or designees, shall accept gifts, whether in the form of a payment, gratuity, service, loan, thing, promise, or any other form (collectively "Gift"), from contractors, sellers, or others transacting or seeking to transact any business with Con Xxxxxx. Accordingly, Contractor, its employees, agents and Subcontractors are strictly prohibited from offering or giving any Gift to any employee of Con Edison or O&R or any employee's family member, agent, or designee, whether or not made with intent to obtain special consideration or treatment and whether or not the employee is involved in the Work to be performed under the Contract. Furthermore, Contractor is prohibited from engaging in fraudulent or unlawful conduct in the negotiation, procurement, or performance of any contract between Con Edison and the Contractor or any work performed for or on behalf of Con Xxxxxx, or in any other dealings relating to Con Xxxxxx. Contractor represents, warrants, and covenants that Contractor, its agents, employees, representatives and Subcontractors have not engaged and will not engage in any of the acts prohibited under this Article. Upon a breach of any these representations, warranties, or covenants and/or the commission of any act prohibited under this Article, Contractor shall be in default under the Contract and all other contracts between Con Edison and Contractor and (a) Con Edison may, in its sole discretion, cancel for default the Contract and any other contract between Con Edison and Contractor, (b) Con Edison may, in its sole discretion, remove Contractor from Con Edison's list of qualified bidders, (c) Contractor shall have forfeited all rights it has under the Contract and any other contracts between Con Edison and Contractor (including, but not limited to, the right to payments for work performed or goods furnished), and (d) Con Edison shall have no further obligations to Contractor relating to such contracts. In addition, Contractor shall be liable to Con Edison for all damages caused to, and costs incurred by, Con Xxxxxx as a result of any violation of this Article, including the costs and expenses of internal and external attorneys and investigations. Whenever Con Xxxxxx has a good faith reason to believe that Contractor may have violated this Article, and conducts an investigation into such potential violation, then, to the fullest extent permitted by law, no payments shall be due Contractor under the Contract or any other contract between Con Edison and Contractor during the pendency of such investigation. The remedies set forth in this Article are non-exclusive, and Con Edison expressly reserves all rights and remedies under such contracts, and in law and equity. For the purposes of this Article, the term "Con Edison" shall include all of Con Xxxxxx's affiliates (including, but not limited to, O&R). Contractor shall promptly report any alleged violation of this Article to the Vice President of Purchasing or to the Ethics Helpline at 0-000-XXX-XXXX (0-000-000-0000). 332439v.2332439v.2 (Authorized Representative Signature) (Authorized Representative Signature) Name Name (Title) (Title) (Date) (Date) CONTRACTOR: AMERICAN PETROLEUM EQUIPMENT AND CONSTRUCTION COMPANY INC PURCHASE ORDER NO.: 4141737 BID COMPARISON: $1,161,100 $1,336,684 COMPASS Complex Service PO 4141737, 2 Proprietary and Confidential Page 1 of 49 Consolidated Edison Company of New York, Inc. 0 XXXXXX XXXXX Type COMPASS Complex Service PO Order 4141737 Revision 2 PO Approved Date 07/08/2013 Revision Date 07/08/2013 Buyer Xxxx Xxxxxxxx Supplier: AMERICAN PETROLEUM EQUIPMENT AND CONSTRUCTION COMPANY INC 00 XXXXXX XXX 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