Contract Number: 10505216
Effective Date: February 10, 2017

ENTERGY SYSTEMWIDE
CONSULTING, PROFESSIONAL, AND NONMANUAL SERVICES
CONTRACT

THIS CONTRACT is made between Entergy Services, Inc. (?Company?) and Greenpastures Unlimited 
(?Contractor?) with principal of?ces located at 1300 Poydras Street Ste 2775, New Orleans, LA 70} 63.

In consideration of the undertakings and subject to the conditions set forth herein, the parties agree
as follows:

i . De?nitions

The words and terms speci?ed in this Article, or pronouns used in their stead, shall, for the
purpose of this Contract, have the meanings set forth below unless the context clearly indicates another
meaning:

?Affiliate? means Entergy Corporation, any corporation, company,
partnership or other entity in the United States in which Entergy Corporation now or hereafter owns or
controls, directly or indirectly, more than ?fty percent of the ownership interest having the right to
vote or appoint its directors or their functional equivalents (?Affiliated Company?), any joint venture in
which Entergy Corporation or an Af?liated Company owns fifty percent or more of the ownership
interest, any corporation, company, partnership or other entity that has an ownership interest, directly or
indirectly, in any Site controlled, operated or managed by an Af?liated Company, or joint venture as
described in (0) immediately preceding, and any successor in interest to through above.

1.2 ?Amendment? means a document, other than a Change Order, executed by or on
behalf of all parties to this Contract that supplements or modi?es this Contract.

1.3 ?Arkansas Gross Receipts Tax? means the tax levied by Ark. Stat. Ann. 26-52?
301 et seq. on the seller of tangible personal property or taxable services pursuant to Ark. Stat. Ann. 26-
and 

1.4 [Not Used].

1.5 ?Change Order? means a written change to this Contract in any form that Company
may supply, provided that the form identi?es this Contract and is executed as provided in this Contract.

1.6 [Not Used].

l.7 ?Competence? or ?Competent? means the expertise, experience, capability and
specialized knowledge to perform Work in a good and workmanlike manner and within all accepted
standards for the industry.

1.8 ?Contract? means, collectively, all of the covenants, terms, and stipulations
contained in the various portions of this Contract, its Exhibits, and all Amendments (if any) executed
pursuant hereto.

1.9 ?Contract Manager(s)? means the person(s) designated in Article 5 to act as
Company?s liaison to Contractor to the extent described therein.

1.10 [Not Used].

 

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1.11 ?Contractor Taxes? shall mean all applicable sales, use, gross receipts and similar
taxes legally imposed on Contractor or any Subcontractor for the Work as the primarily responsible party
and not as collection agent on behalf of Company or an applicable governmental authority, inciuding, but
not limited to, sales taxes paid (or which should have been paid) to Contractor?s or Subcontractors? vendors,
or use taxes selfwaccrued and remitted directly (or which should have been self-accrued and remitted
directly) to taxing authorities by Contractor or Subcontractors, if such sales, use, gross receipts and similar
taxes are incorporated (or should have been incorporated) in the price set forth in Article 4. Contractor
Taxes shall speci?cally include, but are not limited to, sales, use, gross receipts and similar taxes on
consumables, rentals and any other taxable items that are purchased for use in the performance of the Work
but do not become part of the permanent materials of Company at the end of the Work and Mississippi
Contractor?s Tax. Despite the fact that Arkansas Gross Receipts Tax is legally imposed on Contractor as the
primarily responsible party, Arkansas Gross Receipts Tax applicable to transactions directly between
Company and Contractor shall be excluded from Contractor Taxes.

1.12 ?Diverse Suppliers? shall mean:

1.12.1 Minority?owned businesses: de?ned as any business that is at least 51%
owned, managed, and controlled by one or more of the following ethnic minority groups: African?
American, Hispanic~American, Native American, Asian, and Paci?c Islander American (including Asian-
Indian);

1.12.2 Women-owned business: de?ned as a business that is at least 51% owned,
managed, and controlled by a woman or women;

1.12.3 Historically underutilized business zone (?HUBzone?) business: de?ned
as a business that is located is an area that (1) has been designated by the Small Business Administration as
historically underutilized, and (2) maintains an employee base that, at minimum, is 35% comprised of
residents of a HUBzone;

1.12.4 Veteran-owned business: de?ned as a business that is as least 51% owned,
managed and controlled by a veteran or veterans; or

1.12.5 Disabled-veteran?owned business: de?ned as a business that is at least
51% owned, managed and controlled by a disabled veteran or veterans.

1.13 [Not Used].

1.14 ?Law? means all applicable laws including, without limitation the following:
constitutional law, civil law, common law, international law, equity, treaties, statutes, decrees, edicts, codes,
orders, judgments, rules, ordinances and regulations of any local, municipal, territorial, provincial,
federated, state, national or other duly constituted governmental authority or agency.

1.15 [Not Used].

1.16 [Not Used].

1.17 [Not Used].

1.18 ?Mississippi Contractor?s Tax? means the tax levied by Miss. Ann. Code 27-65-

21 and Rule 41.

1.19 ?Project Manager? as used in this Contract shall have the meaning given to it in
Article 5 herein.

 

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1.20 ?Site(s)? means the locations where the Work is to be performed, as designated in
Article 3.

1.21 ?Software? means the source code and object code versions of any applications or
other programs, operating system software, computer software languages, utilities, other computer programs
and Related Documentation, in whatever form or media, including the tangible media upon which such
applications or other programs, operating system software, computer software languages, utilities, and
computer programs and Related Documentation are recorded or printed, together with all corrections,
improvements, updates, and releases thereof. ?Related Documentation? means, with respect to Software, all
materials, documentation, speci?cations, technical manuals, user manuals, ?ow diagrams, ?le descriptions
and other written information that describes the function and use of such Software.

1.22 ?Speci?cations? means the description of required services, maintenance, repair,
modification, or other services required by Company and any and all technical or other detailed
requirements contained in this Contract and any changes thereto as may be implemented by Change Order.

1.23 ?Subcontractor(s)? means any subcontractors, suppliers or materialmen providing
services, including hosting services, or material to Contractor for the purpose of completing the Work.

1 .24 [Not Used].

1.25 ?Work? means each and every element of the services, maintenance, modification,
repair, technical services, or other activities required by this Contract, and includes all labor, testing,
materials, equipment, transportation and other items necessary to complete such activities, except for items
that are expressly stated in this Contract to be the responsibility of Company in any applicable Change
Order.

2. [Not Used].
3. Scope of Work

Contractor shall perform and complete the Work in accordance with the Company?s
Specifications and standards and as described herein.

3.1

Green Pastures, LLC will perform and complete work on behalf of ENO in support of the New Orleans
Power Station as specified:

0 Develop strategic plans to create and deliver positive messaging to media, community and
regulators

0 Develop strategic messaging, gather key stakeholders and create Regulatory strategy for City
Council hearings

0 Meet with all ENO Regulators to advocate for the approval of New Orleans Power Station

1- Meet with community groups and leaders to advocate approval of New Orleans Power

a Station (including 6 scheduled community meetings)

a Support ENO to create positive awareness of the New Orleans Power Station in the community

0 Conduct several external job fairs in support of community and New Orleans power station

3.2 Work will start on or about February 10, 2017 and shall be entirely completed on
or before April 30, 2017. Time is an essential element of this Contract.

3.3 Contractor?s Work shall be undertaken in full cooperation with the Company and
with the least?possible interference with the continuity and ef?ciency of other activities being conducted at

 

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the Site. Any con?icts in the requirements for the Work provided for in this Contract shall be resolved in
favor of the terms and conditions contained in the body of this Contract; provided however, that if more
stringent requirements are imposed on the Work by any requirements, standards, or Speci?cations attached
hereto, then those more stringent terms shall govern.

3.4 Except as otherwise expressly provided in this Contract, any alteration, deletion or
addition to the Work or a change in any provision of this Contract shall be effective only if made in a
Change Order executed by Company and Contractor

4. Compensation

4.1 For the satisfactory performance of Work under this Contract by
Contractor, the Company shall pay Contractor $30,000.00 in accordance with the provisions of this
Contract, including, if applicable, Exhibit A. In the event of a con?ict between this Contract and any other
document, the terms of this Contract shall govern except where a Change Order speci?cally references the
con?icting provision of this Contract and states that it overrides such con?icting provision.

4.2 Overtime may be required in order to complete a speci?c portion of the Work or to
carry out the Work effectively. In the case of ?xed-price or lump-sum Work such overtime shall be deemed
to be included as part of the ?xed?price or lump?sum stated therein. Anything in this Section to the contrary
notwithstanding, even if approval of overtime work is obtained from the Contract Manager, no obligation of
reimbursement for such overtime shall serve to increase the ?xed?price or lump?sum price indicated in
Section 4.1.

4.3 Company shall not pay Contractor or its employees for non-performance time, 
vacation time, sick time, holidays or other leave time authorized by Contractor, nor for travel time to and
from the Site designated for the performance of services hereunder or time during which Contractor?s
employees are unable to work due to Contractor?s noncompliance with Site-speci?c rules and regulations
referenced in Section 12.1. Contractor?s holidays shall be consistent with the holiday schedule at the Site for
which Work is being performed. Company may direct Contractor to work on a designated Site holiday. If
Contractor is so directed, that day becomes a performance day and is compensable at the premium rate
established in Exhibit A, if applicable.

5. Representatives and Claims Noti?cations

5.1 The following representatives are designated by Company and Contractor
respectively, for communications and liaison relative to this Contract:

 

 

 

 

 

 

 

 

 

 

Company?s Contract Manager: Contractor?s Project Manager:
Name: Charles L. Rice Name
Address: Address: 1100 Poydras Street Ste 2775
New Orleans, LA 70163
Phone: 504?670?3620 Phone:
Email: crice@entergy.com Email:
5.2 The Contract Manager shall not have the authority to waive any terms hereof or to

execute amendments; except that a Contract Manager is authorized to make minor changes pursuant to
Section 10. Contractor?s ?Project Manager? shall have full authority to act for Contractor in connection with
this Contract. Contractor shall not change this designated representative without the prior written approval
of the Company.

5.3 Except for claim noti?cations pursuant to Sections 5.4 and 61 or as otherwise
provided here, any notice given by either party to the other pursuant to this Contract, including but not
limited to, termination notices or assignments or subcontracts, shall be in writing and be deemed validly
given if delivered in person, delivered by private, prepaid courier, sent by facsimile with con?rmation, sent

 

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ENO-NOP8001336

by email to named contacts for the other party with email con?rmation of receipt, or deposited in the mail
properly stamped with the required postage and addressed to the last-known of?ce address of the respective
addressee. Either party hereto shall have the right to change any address or addressee it may have given to
the other party by giving such other party due notice in writing of such a change. Until so changed, notices
shall be given to the addressees at the addresses set forth above.

5.4 Contractor shall immediately notify the Company?s Contract Manager in writing of
any Claims or accidents or injuries to persons or property in connection with Work hereunder and shall
provide Company prompt and free access to accident reports or claim investigations as requested by
Company. A copy of the notice required in the preceding sentence shall be sent by Contractor to Claims
Management, Entergy Services, Inc., PO. Box 8082 Little Rock, Arkansas 72203, and to Legal Services
Department, PO. Box 61000, New Orleans, Louisiana 70161. Claims shall mean all claims brought for
which Company or an Af?liate may be liable, or asserted as arising from or connected with the
contractual relationship, or which may materially impair the ability of the Contractor to perform any of
its obligations to Company and all events that in the light of reasonable experience may give rise to a claim
included in the above categories.

6. Invoicing, Payment and Taxes

Contractor shall prepare and submit to Company invoices for Work performed,
reimbursable costs and other amounts due Contractor to the extent speci?ed in this Contract, at least
on or as soon as practical after the ?rst day of each calendar month. Each invoice shall be itemized
to re?ect the number of hours worked by each of Contractor?s personnel, the hourly or daily rate applicable
to each such personnel, (and other items as are appropriate under the provisions of this Contract) and shall
be supported by time sheets, receipts and other documentation as Company may require. For ?xed-price or
lump-sum price Work, a single invoice shall be issued upon completion and acceptance of the Work.
Invoices shall reference this Contract, and shall be submitted to the address set forth in Article 5. Costs shall
be distributed against Company-provided cost codes if requested by Company. Payments shall be made to
Contractor within forty-?ve (45) days after Company receipt of properly itemized and documented invoices,
subject to Company?s right to withhold those portions of the charges set forth therein that Company may
contest in good faith, and the provisions of Articles 34 (Force Majeure), 35 (Deductions), and 36 (Protection
Against Claims) and other applicable provisions hereof. Payment to Contractor by Company shall be made
by electronic funds transfer, including but not limited to Automated Clearing House or wire transfer, unless
otherwise mutually agreed by the parties in writing. Invoices must be submitted within sixty (60) days of
completion of Work or Contractor waives its right to compensation. Payment of Contractor?s ?nal invoice is
conditioned upon ?nal completion of the Work, Company?s acceptance thereof, and receipt by Company of
satisfactory evidence of no undischarged liens arising because of the Work. Acceptance by Contractor of
?nal payment shall constitute a waiver and release of all claims by Contractor against Company in
connection with the Work performed.

6.2 Company?s Contract Manager and the appropriate Contract Number must be
referenced on all invoices. Upon request, Company?s Contract Manager will provide the mailing address for
submitting invoices for payment.

6.3 Taxes.

Company shall be responsible for all applicable sales, use, gross receipts and
similar taxes levied on items sold pursuant to this Contract, provided, however, Contactor shall invoice,
collect and remit any applicable sales, use, gross receipts and similar taxes to the proper taxing
jurisdiction. Company shall not be responsible for Contractor Taxes except as provided in Subsection
6.3.2, and Company shall not be reSponsible for any sales, use, gross receipts or similar taxes for which
Company, in its sole discretion, asserts any available exemption or exclusion from such taxes. Contractor
shall cooperate with Company to diligently prosecute any exemption or exclusion (including, if
applicable, a request for refund) asserted by Company, in Company?s sole discretion, from any sales, use,
gross receipts or similar taxes on any item furnished in connection with the Work.

 

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6.3.2 If Contractor bills Company for Mississippi Contractor?s Tax and Company has
not asserted any available exemption, exclusion or lower applicable rate of such Mississippi Contractor?s
Tax, Company shall reimburse Contractor for such Mississippi Contractor?s Tax if Contractor shall state
such taxes as a separate line item on its invoice to Company at the time of the performance of the Work.
If Contractor does not state Mississippi Contractor?s Tax as a separate line item on its invoice to
Company at the time of the performance of the Work, Company shall be relieved of any obligation to pay
or reimburse Contractor for Mississippi Contractor?s Tax. For the avoidance of doubt, Company shall not
be responsible for Mississippi Contractor?s Tax not billed to Company at the time of the performance of
the Work, but instead subsequently assessed on Contractor and billed after an audit or inquiry by taxing
authorities or otherwise. Although Mississippi Contractor?s Tax is required to be separately stated on each
invoice, Contractor agrees to include such tax on all bids or price quotes any compensation due
pursuant to a work order will already include Mississippi Contractor?s tax, if applicable).

6.3.3 Contactor shall bill and collect Arkansas Gross Receipts Taxes applicable to
transactions directly between Contractor and Company performed under this Contract as a separate line
item on the invoice. If Contractor fails to bill and collect Arkansas Gross Receipts Taxes from Company
as a separate line item on the invoice for the Work, Company shall be relieved of any obligation to
reimburse Contractor for such Arkansas Gross Receipts Taxes.

6.3.4 Other than for lump sum ?xed price Work, Contractor shall separately state the
price of materials and labor on its invoice. Failure by Contractor to separately itemize its invoices
pursuant to the preceding sentence shall be suf?cient reason for rejection and non?payment of the invoice
by Company until Contactor corrects such invoice.

6.3.5 Contractor shall develop procedures and make reasonable efforts to minimize the
applicable sales, use, gross receipts and similar tax burden on Contractor?s purchases of equipment,
materials and services under this Contract, including, if applicable, the purchase of any equipment,
materials and services exempt from sales, use, gross receipts and similar taxes via presentation of a resale
exemption certi?cate or other applicable documentation to Contractor?s vendors and Subcontractors.

6.3.6 Contractor acknowledges that Contractor Taxes generally arise in transactions
between Contractor and its subcontractors and/or vendors. Contractor shall be solely responsible for all
collection, payment and ?lings to the appropriate tax authorities for Contractor Taxes. Contractor Taxes
shall not be charged to Company, but will. be included in the compensation paid to Contractor pursuant to
this Contract Contractor Taxes are an overhead item of Contractor).

6.3.7 Contractor will indemnify, defend and hold the Company and Af?liates harmless
from taxes, penalties or interest for Contractor Taxes.

6.3.8 Prior to payment of any subsequently assessed sales, use, gross receipts or similar
taxes for which Contractor is entitled to reimbursement pursuant to this Subsection 6.3, Contractor shall
give Company written notice of any proposed or actual adjustment or assessment of any such taxes
imposed on Contractor arising out of this Contract, within such time as will allow Company a reasonable
period in which to evaluate and timely respond to the underlying adjustment or assessment of such taxes
without being prejudiced thereby. If Contractor fails to provide Company with the written notice
contemplated by this Subsection 6.3.8 in time to allow Company to challenge such taxes without being
prejudiced thereby, Company shall be relieved of its obligation to reimburse Contractor for such taxes.
For the avoidance of doubt, Company shall not be responsible to pay or reimburse Contractor for
penalties or charges of any kind, or interest on taxes subsequently assessed on Contractor and billed after
an audit or inquiry by taxing authorities or otherwise.

 

7. Termination
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7.1 Company may terminate this Contract at any time and for any or no reason by
giving prior written. notice of termination to the Contractor. Upon receipt of such written notice of
termination, Contractor shall stop work to the extent and on the date speci?ed in the notice.

7.2 In the event Work is terminated in accordance with Section 7 .1, Company shall pay
to Contractor, subject to any other provisions of this Contract that may reduce or suspend payment, 
according to the compensation provisions contained in this Contract for non lump-sum or non fixed-price
Work performed and obligations incurred prior to the termination, for lump?sum or ?xed-price Work,
the percentage of any lump-sum or ?xed?price which represents the percentage of the Work satisfactorily
completed by Contractor, for direct costs that Contractor incurs in terminating the Work, provided those
costs (1) were authorized in advance by Company, and (2) are properly supported by timesheets, invoices,
and the like. Company?s sole liability to Contractor for termination is contained in this Section and
Company shall not be liable for any costs, claims, damages, or liabilities whatsoever of Contractor or its
Subcontractors, including, without limitation, consequential, special, or indirect damages, loss of anticipated
pro?ts or reimbursement for Work unperformed. Termination shall not relieve either party of obligations
arising out of this Contract in connection with the Work performed prior to termination.

7.3 In the event of a termination in accordance with Section 7.2, Company shall have
the right to take possession of and shall have clear title to all Work for which Contractor has been paid.
Company shall also have a non-exclusive royalty free license to use manuals or drawings for completed
items of Goods delivered to Company for which Contractor has been paid.

8. Suspension

8.1 Company may suspend at any time and for any reason Work in whole or in part by
notice to Contractor, and Contractor shall comply and shall not place further orders or
subcontracts for material, services or facilities with respect to suspended Work unless required to do so in
the suspension notice from Company. Company may, at any time, authorize Contractor to resume any part
of the suspended Work by notice to Contractor, and Contractor shall then resume the speci?ed
Work. Notices given under this Section 8.1 may be oral for any suspension that is reasonably expected to
continue for three (3) working days or less.

8.2 In the event Work is suspended, Company shall pay Contractor (subject to the
provisions of Section 6.1 regarding Work performed on a ?xed-price or lump-sum basis), according to
Exhibit A, if applicable, and subject to the other provisions of this Contract that may reduce or suspend
payment, for Work satisfactorily performed and obligations incurred prior to the effective date of
suspension. During the suspension of Work, Contractor shall use its best efforts to utilize its labor and
equipment in such a manner as to minimize costs associated with suspension, and Company shall not pay
any compensation to Contractor with respect to the Work snapended except as determined by Company at
Company?s sole discretion. Company?s sole liability to Contractor for suspension shall be determined in
accordance with this Article 8, and Company shall not be liable for any other costs, claims, damages or
liabilities whatsoever of Contractor or its Subcontractors, including without limitation, loss of anticipated
pro?t or reimbursement for Work suspended. Contractor?s contracts with Subcontractors shall contain a
similar provision to this Article 8 to protect Company from liability to Subcontractors for suspended Work.

8.3 in addition, in the event of Work suspension, Contractor shall immediately attempt
to obtain suspension, upon terms satisfactory to Company, of all orders and rental agreements to the extent
that they relate to the portion of the Work suspended.

8.4 Notwithstanding anything herein to the contrary in Sections 8.1, 8.2 or 8.3,
Contractor shall be reimbursed for the following costs, reasonably incurred, without duplication of any item,
to the extent that such costs directly result from the suspension of any Work: a standby charge sufficient to
reimburse Contractor for the cost of maintaining, to the extent required in the notice of suspension, its
organization and equipment committed to the Work in a standby status; and if, solely as a result of the
suspension of the Work, the cost to Contractor of subsequently performing the Work is increased or
decreased, an equitable adjustment will be made in any ?xed-price or compensation limits by issuance of a
Change Order.

 

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8.5 No compensation or extension of time shall be granted to Contractor if suspension
of Work resulted from Contractor?s non?compliance with, or breach of, this Contract.

9. Change Orders

91 The Contract Manager shall have the authority to order, orally or in writing, minor
changes in the scope of Work, provided the change does not affect the compensation, cost or schedule of
performance. Contractor shall carry out such directions 

9.2 Each Change Order must reference this Contract and must be signed by a duly?
authorized representative of both parties. Except as otherwise provided herein, no schedule extensions and
no compensation in excess of any ?xed prices or expenditure limitations contained herein will be allowed
until applicable schedule and compensation provisions are adjusted by means of a Change Order.

9.3 Notwithstanding the provisions of Sections 9.1 and 9.2, the applicable Contract
Manager may order orally, in the case of an ?emergency or schedule-sensitive situation,? changes in the
schedule and/or scope of Work, and such changes must be implemented by Contractor. For purposes of this
Section, emergency or schedule~sensitive situation means any situation that has or will result in an
interruption of electrical service to the customers of Company, or (ii) a signi?cant loss of assets of Company
or an imminent health or safety risk to an employee of Company, any Contractor or Subcontractor or
the public. In this event, a written notice of anticipated schedule or cost impacts resulting from Company?s
order shall be provided by Contractor within ten (10) working days from the date of the oral change. As
soon as practical following receipt of Contractor?s written notice of impacts, Company will issue a Change
Order for execution by both parties containing any changes to compensation, scope or schedule provisions
made necessary by such oral order.

9.4 Contractor hereby waives all claims for schedule extensions or additional
compensation beyond that expressly allowed in this Contract. Claims other than for schedule extensions or
additional compensation (and claims for such schedule extensions or compensation if expressly permitted as
aforesaid) shall be made in accordance with the following procedures:

A written claim shall be submitted to Company within ten (10) working
days of the event that Contractor claims has added to or changed the original schedule or scope of Work
and, except as provided in Section 9.3, shall be submitted prior to performing any such changed Work.

9.4.2 The claim shall indicate the increase or decrease, if any, in cost and
schedule in comparison to what the cost and schedule would have been had such event not occurred.

9.4.3 Suf?cient detail shall be provided with the claim to permit a thorough
analysis, including, without limitation, the methodology of computing proposed compensation.

9.4.4 In the event Company determines the claim is authorized under the
provisions of this Contract, 3 Change Order incorporating agreedmpon scope, schedule and compensation
revisions shall be executed by both parties.

10. Amendments. Except as expressly allowed above, no waiver, addition, deletion, or
modi?cation of any provision contained in this Contract shall be binding unless in writing and signed by
duly?authorized representatives of both parties. Once an Amendment to this Contract is made, it shall be
deemed incorporated as of its effective date for all ongoing and future Work, unless expressly stated to the
contrary in the Amendment.

1 . [Not Used].

 

12. Laws, Project Rules and Licenses
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12.1 Contractor shall, prior to commencement of Work at any Site, request in writing
from the Contract Manager copies of any applicable Site health, safety, quality, environmentai and security
rules, procedures and programs. Contractor and its Subcontractors, if any, shall observe and comply with all
such applicable Site health, safety, quality, environmental and security rules, procedures and programs, as
same may be amended from time to time, and shall abide by all Law and the terms of any permit or license
required for, or relating to, the Work to be rendered pursuant to this Contract. Contractor and Subcontractors
with access to the Company?s network shall also be required to abide by, in particular, the thenucurrent
communications policies to which Company subscribes, and which are available upon request. Contractor
shall indemnify, defend and hold harmless Company, and Af?liates with respect to any claims, expenses
(including attorneys? fees), liability or damage arising out of Contractor?s or Subcontractors? failure to
comply with any such Law, rules, procedures and programs, or the provisions of this Article 12.

12.2 Contractor shall be responsible for providing a healthful and safe work place and
working environment for its employees and Subcontractors during performance of the Work. All tools,
equipment, facilities and other items used by Contractor and its practices employed to accomplish the Work
are considered part of the working environment. No representation or warranty is made by Company or
Affiliates that applicable Site health, safety, quality, environmental or security rules, procedures and
programs are complete or adequate to protect any person from danger. To the contrary, it is incumbent upon
Contractor to assess the risks of its operations and develop safety programs and procedures accordingly.
Contractor?s obligations under Article 12 hereof are minimum requirements and Contractor?s observance
and compliance with such rules, procedures and programs shall not serve to discharge or release Contractor
from its responsibility to provide its empioyees and Subcontractors a healthful and safe work place and
working environment or to adapt more stringent rules, procedures and programs as may be necessary to
prevent personal injury, death or property damage arising out of or relating to the Work to be performed. In
addition, Contractor is responsible for and shall ensure that all Work is performed in compliance with any
changes to such Site health, safety, quality, environmental and security rules, procedures and programs as
are made by Company in accordance with Section 12.3 below. Contractor agrees to adopt, maintain and
enforce a complete and comprehensive safety program in writing which contains and delineates whatever
methods, procedures and precautions are necessary to compiy with the provisions of this Article 12 and shalt
not rely entirely upon Company rules, procedures or programs to accomplish the goals and requirements of
such Article. Contractor shall supply Company with such written safety program upon its request. Failure to
comply with applicable safety standards may result in removal of Contractor from the Site.

12.3 Company may modify or replace, at any time, the Site health, safety, quality,
environmental and security rules, procedures and programs applicable to Work by notifying Contractor
either orally or in writing without complying with any provision on giving notice in this Contract.

12.4 [Not Used].

12.5 Contractor shall not undertake performance of the Work until the Work can be
done safely. Contractor shall at all times conduct all Work under this Contract in a manner to avoid the risk
of bodily harm or property damage. Contractor shail take all precautions that are necessary and
adequate to guard against any conditions that involve a risk of bodily harm or property damage.

12.6 Contractor shall notify Company immediately of any accident or injury. Contractor
shall provide Company a complete copy of all accident reports and access to any accident investigations or
descriptions.

12.7 Contractor shall ensure that all Contractor and Subcontractor employees,
representatives and agents are ?t for duty at all times while performing Work on behalf of Company. In the
event that any Contractor or Subcontractor employee, representative, or agent is not ?t for duty, Contractor
unilaterally shall take all actions necessary to remove such individual ?om the Site or other property owned,
leased or controlled by Company or an Affiliate, or such location at which such Contractor or Subcontractor
employee, representative or agent is assigned and conducting business on behalf of Company or an Af?liate,
even if the location is not owned, controlled or leased by Company or an Affiliate (such locations
collectively referred to in this Section as the ?Premises?). The use, possession, transportation, distribution,

 

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promotion or sale of intoxicating beverages or illicit or controlled substances or drug paraphernalia
(?Drugs?) while on the Premises is absolutely prohibited. In addition, Contractor, Subcontractors, and their
employees, representatives, and agents shall not be present on or perform any Work on the Premises while
under the in?uence of Drugs. Prescription drugs legitimately prescribed for an individual that are misused
shall be deemed Drugs. In the course of an investigation or search or on a random or unannounced basis
while working on the Premises, and as a condition of being permitted access to such, all individuals will
comply with requests for urinalysis, breathanalysis, or blood?alcohol tests. Contractor will cause the
immediate removal of, and shall not permit any Work to be performed on the Premises by any person who
either refuses to submit to a Drug test, or has had a continued positive Drug test, or who admits being under
the influence of Drugs while on the Premises. At Company?s discretion, Contractor will not permit any
person to perform Work on the Premises if such person has ever been denied access to any location or
removed from activities by Contractor or any third party due to the possession, transportation, distribution,
promotion, or sale of Drugs. For purposes herein, a refusal to submit to a test shall constitute a positive test
result, and grounds for removal from the Premises. Company or any Af?liate may, Without prior notice,
search the person, possessions, and vehicles of Contractor?s and Subcontractors? employees, representatives,
and agents while same are on the Premises. Cooperation is voluntary; however, any individual who refuses
to consent to and cooperate in such search will be removed from the Premises and, at Company?s discretion,
will be permanently barred from the Premises. Contractor will replace any such individual upon
request. Before allowing any Contractor employee with a previous positive Drug test result access to the
Premises, Contractor shall provide information acceptable to Company indicating that Contractor employee
has completed rehabilitation under the direction of a substance?abuse professional. In addition, such
information shall include, but not be limited to, follow?up or retum-to?work drug screen results.

12.8 Contractor will adopt, implement and enforce its own policy to assure a
Drug?free workplace while performing Work on the Premises. Such policy, at a minimum, shall provide that
Contractor?s and Subcontractors? employees may be subject to pre?employment testing, pro-assignment
testing (testing conducted prior to being assigned Work on the Premises), unannounced testing (testing
conducted with or without cause at Company?s request of any or all of Contractor?s and Subcontractors?
employees present on the Premises) reasonable suspicion testing, probable-cause testing and post-accident
testing and searches as described herein. Testing for pie?assignment and unannounced testing shall
incorporate, at a minimum, the cut?off levels set forth in 49 CFR Part 40. Contractor shall provide to
Company prior to commencement of Work a copy of its Drug policy, and shall allow Company to audit its
testing procedures and results. Such audit shall be conducted in accordance with the audit provisions of this
Contract.

12.9 Contractor shall indemnify, defend and hold harmless Company and Af?liates and
the officers, employees and agents of any of them with respect to any claims, expenses (including attorneys?
fees), liability, and damages arising out of any allegations by such personnel for wrongful termination, libel,
slander, interference with employment or business relationships, or for any type of alleged discrimination in
employment activities or for any claims arising from any searches or tests made pursuant to this Contract.

12.10 Contractor shall not permit or suffer the introduction, use, or possession of
firearms, explosives, or weapons or any other contraband upon Work or Sites, or upon any location owned,
leased, or controlled by Company.

12.11 [Not Used].

12.12 Contractor acknowledges that compliance with the provisions of Sections 12.1
through 12.11 is of the highest importance. Any breach of these Sections shall constitute a substantial and
material breach of this Contract entitling Company to exercise the rights and remedies speci?ed in this
Contract and any other rights and remedies under applicable Law or equity.

12.13 Contractor shall comply with all applicable Law. Without limiting the foregoing,
unless this Agreement is exempt from Executive Order 11246, under the rules and regulations of the

 

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Secretary of Labor (41 CPR. 60), Contractor agrees that during the performance of this Agreement, it
will fully comply with the provisions of the equal opportunity clause as set forth in Section 202 of Executive
Order 11246 and 41 CPR. which provisions are hereby incorporated by reference and
made a part of this Agreement. During the performance of this Agreement, Contractor also agrees that it will
fully comply with the applicable equal opportunity provisions of the Rehabilitation Act of 1973, as
amended, and applicable regulations, 4i C.F.R. 60?741, e_t se_q., and the Vietnam Era Veterans
Readjustment Act of 1974, as amended, and applicable regulations, 41 CPR. 60?250, gt $251., which are
hereby incorporated by reference and made a part of this Agreement. Contractor certi?es that it does not and
will not maintain or provide for its employees any facilities that are segregated by race, color, religion or
national origin, or permit its employees to perform any services at any location, under its control, where
segregated facilities are maintained, and Contractor will obtain a similar certi?cation for all non-exempt
subcontractors, as required by 41 C.F.R. 60-18. Contractor and Subcontractors shall abide by the
requirements of 41 CFR and These regulations prohibit
discrimination against quali?ed 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, sexual orientation, gender identity, or national origin. Moreover, these regulations
require that covered prime contractors and subcontractors take af?rmative action to employ and
advance in employment individuals Without regard to race, color, religion, sex, sexual orientation,
gender identity, national origin, protected veteran status or disability. To the extent applicable, the
employee notice requirement set forth in 29 C.F.R. Part 471, Appendix A to Subpart A, are hereby
incorporated by reference into this contract. Contractor ?irther agrees that to the extent applicable, including
but not limited to, the purposes of promoting small and small disadvantaged businesses, Contractor will
fully comply with the requirements of the Small Business Act, 15 U.S.C. Section 631, pt and the Of?ce
of Procurement Policy Act, 41 U.S.C. Section 423, e_t m, as implemented in the Federal Acquisition
Regulations found at 48 CPR. Part 1, e_t gag, all of which are hereby incorporated by reference and made
part of this Agreement. Contractor shall provide User with information, as requested by User or Af?liates,
to support any reporting that User must make pursuant to legal requirements, including information that
Company and any User need or otherwise request in order to comply with reporting requirements of 48
C.F.R. 53.219 concerning small, small disadvantaged, and women-owned small businesses.
Notwithstanding the foregoing, Contractor shall comply with the regulations identi?ed in 48 CF 52244-6,
all of which are incorporated herein by reference. Contractor shall ensure that any Subcontractors do the
same. In addition, Contractor shall, if applicable, comply with the Fair Labor Standards Act of 1938
(particularly Sections 6, 7 and 12 thereof), as amended; the Social Security Act, as amended; and federal
and state unemployment tax laws.

12.14 If during the performance of the Work under this Contract there are any changed or
new Laws not foreseeable at the time of execution of this Contract that affect both the scope of Work as set
forth herein and the cost or time of performance of the Work, Contractor shall immediately and prior to
implementing the changed scope of Work notify the Company in writing and submit detailed documentation
of such effect in terms of both time and cost of performing the Work. Thereafter, Company will make an
equitable adjustment in any applicable ?xed-price or lump-sum compensation and schedule provisions by
issuance of an appropriate Change Order; provided, however, no adjustment shall be made where Contractor
fails to give Company written notice of the change and anticipated results thereof prior to implementing the
change.

12.15 Supplier Diversity.

12.15.l Plan for Utilization of Diverse Suppliers. Contractor shall comply with
the provisions contained in 48 CFR 52.219-8 (May 2004) (Utilization of Small Business Concerns) and 48
CFR 52219-9 (Jan 2002) (Small. Business Subcontracting Plan). For any Contract that exceeds $550,000,
Contractor shall submit a plan for utilizing Diverse Suppliers to Company?s Supply Chain Director,
Strategic Sourcing. The plan shall include a listing of each proposed supplier expected to be directly utilized
by Contractor broken out by category of service/material with the targeted spend amount for each.
Contractor may use the Subcontracting Plan Template, a copy of which is attached hereto as Exhibit B, to
satis?r this requirement. Contractor may consult with Company?s Supply Chain Director, Strategic Sourcing
or his/her designee for assistance in identifying potential diverse suppliers.

 

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12.152 Reporting Diverse Supplier Spending. Contractor?s reporting, as
prescribed below, shall include a listing of each of the Diverse Suppliers by company name, address, point
of contact, commodity group and/or services and spend amount. Upon request, Contractor shall provide a
detailed plan of action to overcome any performance gaps against its initial Subcontracting Plan. Contractor
shall provide quarterly reporting of diverse supplier spending through Company?s third-party managed
registration and second tier spend reporting website, For reporting
purposes, women owned businesses shall be limited to non?minority women. As such, ethnic minority
women owned businesses shall be reported as minority owned businesses and not a part of women owned
business reporting. Contractor shall contact Company?s Supply Chain Director, Strategic Sourcing, or
his/her designee to gain access to this website.

12.153 Maintaining Competitive Business Practices. Nothing contained in the
Article is intended to imply or to impose any obligation on the part of the Contractor to pay a premium for
the utilization of Diverse Suppliers. Consistent with good business practices, Contractor shall ful?ll these
requirements while maintaining competitive prices for goods and services procured from all suppliers.

12. 1 5 .4 Company?s Supplier Diversity Manager may be contacted as follows:

Rivers Frederick

Supplier Diversity Manager
Entergy Services, Inc.


639 Loyola Avenue

New Orleans, LA 70113

rfrederga/ienterggcom

12.16 Contractor and all Subcontractors shall procure at their own expense all necessary
municipal and other governmental permits, licenses, and inspections in connection with Contractor?s and
Subcontractors? Work, including, but not limited to, applicable sales, use, gross receipts and similar tax
permits. When required by Law or Company, Contractor warrants that it will hold and will maintain current
throughout its performance of the Work under this Contract, any and all trade or professional licenses or
certi?cates applicable to the Work, including, but not limited to, a license issued by the Arkansas
Contractors Licensing Board if performing Work in Arkansas; a Certi?cate of Responsibility issued by the
Mississippi State Board of Contractors if performing Work in Mississippi; 3 license issued by the Louisiana
State Licensing Board for Contractors if performing Work in Louisiana; any applicable license issued by the
Texas Department of Licensing and Regulation if performing Work in Texas; or similar licenses or
certi?cates from other states that are recognized and accepted by, if applicable, such Arkansas, Louisiana,
Mississippi, and Texas boards. Contractor warrants that such license or certi?cate numbers were furnished
to the Company and, if required by Law or Company, were caused to appear on the exterior of Contractor?s
bid envelope for the Work at the time designated for the opening of such bid or otherwise provided in a
manner acceptable under applicable Law. Contractor will verify, and represents to Company that all
subcontractors approved by the Company are duly-licensed.

12.17 Whenever requested to do so by the Contract Manager, Contractor shall
immediately remove from the Sites, any employee of Contractor, any Subcontractor or any employee of
Subcontractor performing Work as Company may designate. Contractor shall not allow such employee
whom Company or Af?liate have requested be removed because of such employee?s violation of laws,
applicable Site rules or other provisions of this Contract or for any other cause on a reasonable basis, back
on the Site or on any of Company?s or an Af?liates? other Sites or facilities without the prior written consent
of the Company or Af?liate that owns the Site or facility requesting the Work. CONTRACTOR HEREBY
RELEASES, FOREVER DISCHARGES AND HOLDS HARMLESS COMPANY AND AFFILIATES
FROM ANY COSTS, CLAIMS, LOSSES, AND DAMAGES BASED UPON DEFAMATION OR
WRONGFUL DISCHARGE WHICH CONTRACTOR, COMPANY, OR AFFILIATES MAY PAY,
BUFFER, OR INCUR AS THE RESULT OF ANY SUCH REMOVAL OR REQUEST.

 

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12.18 For any Contract that includes materials subject to the United States Department of
Transportation Federal Highway Administration?s 23 CFR 635 and Moving Ahead for Progress in the 21st
Century Act otherwise known as ?Buy America?, Contractor must comply and include the
certi?cations necessary to attest compliance to 23 CFR 635 and on the shipping documents
included with the materials upon shipment, as well as any other documentation required by the applicable
State Department of Transportation. Contractor shall attest compliance with Buy America and Map~21 with
the following statement: ?All manufacturing processes for these steel and iron materials, including the
application of coatings (unless exempt by a waiver granted pursuant to 23 CFR 635 .4l0), have occurred in
the United States.? Contractor must keep supporting documentation and certi?cation copies for no less than
three years.

13. Independent Contractor

13.] Contractor shall maintain the status of an independent contractor with the sole
authority to control and direct the performance of the details of the Work being rendered by its and
Subcontractors? employees, and with responsibility for determining the safety of its and Subcontractors?
employees performing Work. Contractor will at all times act as an independent contractor, and nothing
stated or implied in this Contract shall be construed to make Contractor, nor shall Contractor represent
Contractor to be, an employee or agent of Company or any Af?liate. While Contractor?s services shall meet
with the approval of Company, Company is interested in the results to be achieved and, accordingly, the
detail, manner and method of performing Work shall be the responsibility of, and under the supervision and
control of, Contractor and Subcontractors. Contractor shall supply all personnel utilized by it in performing
Work. Contractor and Subcontractors shall have complete control of, and supervision over their personnel,
tools and equipment. Company shall have the right, but not the duty, to review the quali?cations of
Contractor?s personnel and to disapprove unquali?ed personnel before assignment to perform Work
hereunder. Nothing in this Section shall be construed as precluding Company from raising the ?Statutory
Employer? defense, if applicable, to any suit ?led against Company by an employee of Contractor or any
Subcontractor. Further, notwithstanding anything in this Section to the contrary, the parties mutually agree
that it is their intention to recognize Company as the statutory employer of Contractor?s and Subcontractors?
employees, whether direct employees or statutory employees of Contractor or any Subcontractor, in
accordance with Louisiana Revised Statute 23:1061, while Contractor?s and any Subcontractors? employees
are providing Work hereunder within the State of Louisiana.

13.2 Contractor shall be solely responsible for payment of Contractor?s employees?
wages or salaries, employee bene?ts such as vacation, sick leave, pension, holidays, medical, disability
bene?ts, dental and life insurance; workers? compensation, unemployment insurance and all other legal and
labor requirements. Except for any taxes allowed to be recovered pursuant to Section Contractor
shall also pay and be solely responsible for all contributions, payroll taxes and premiums payable under
federal, state and local laws, measured on the compensation paid to Contractor and/or its employees
pursuant to this Contract.

13.3 Notwithstanding anything in this Contract to the contrary, Contractor, and not
Company nor any Af?liate, shall be solely responsible for payment of all wages or salary or other
compensation to Contractor personnel; as applicable, withholding and payment of federal, state or local
individual income taxes, FICA and other payroll taxes and applicable amounts with respect to any payments
made to Contractor and Contractor personnel, except for taxes allowed to be recovered pursuant to Section
6.3 (Taxes); providing all pension and welfare bene?ts and other employmentqelated bene?ts, as
applicable, to Contractor personnel, including, but not limited to, vacation, sick-pay, insurance, pension,
medical, disability bene?ts, dental and life insurance and any pro?t-sharing bene?ts; and all other legal
and labor requirements regarding Contractor personnel. Contractor warrants and represents that it will not
use any retiree of Company or Af?liates to perform any portion of the Work, as an employee, Subcontractor
(including as a 1099 worker) or in any other capacity, if the individual has not been retired from Company
or Af?liates for at least six consecutive months prior to performing services for Contractor. Contractor shall
indemnify and hold harmless Company and its past, present and future Af?liatestheir past, present and future of?cers, directors, employees, plan ?duciaries, shareholders, and agents with
respect to any claims, loss, expenses (including attorneys? fees and court costs), liability and damage, and

 

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ENO-NOP8001345

penalties that any one or all of them may incur relating to or arising from or out of or in connection with any
allegations by Contractor? personnel or Contractor or any third party, including any governmental entity that
(1) any Contractor personnel are or were employees of Company, any Af?liate; (2) that any one or all are
entitled to bene?ts from Company or any Af?liate, including, without limitation, bene?t or welfare plan
participation, vacation, or sick leave; (3) asserts wrongful termination, libel, slander, interference with
employment or business relationships, or any type of alleged employment action or alleged discrimination in
employment activities.

14. Use of Information, Copyrights, Patents and Infringement Indemnity

14.1 All Speci?cations, drawings or other data, Software, materials or other business or
technical information, (collectively the ?Con?dential information?) disclosed or made available to
Contractor or obtained by Contractor, directly or indirectly, ?om Company or any Af?liate or developed or
obtained by Contractor (or others under its direction or supervision) in connection with the performance of
this Contract, shall be deemed con?dential information belonging to the applicable Company or Af?liate.
During the performance of the Work under this Contract and thereafter, Contractor shall not use or
otherwise disclose such Con?dential Information for any purpose (nor permit its use or disclosure by others
who are under Contractor?s supervision or direction) without the applicable owner of such Con?dential
Information having given its prior written consent, except to the extent necessary in connection with the
performance of the Work hereunder for the bene?t of the party owning such Con?dential Information, or 
where such Con?dential Information was publicly available, or Contractor otherwise demonstrates to the
satisfaction of the applicable owner of such Con?dential Information that such Con?dential Information
was either actually lmown to Contractor prior to this Contract, or was independently and properly obtained
or developed by Contractor apart from this Contract or any connection with Company or any Af?liate
(directly or indirectly) and without breach of any con?dential relationships. Notwithstanding anything to the
contrary contained herein, neither Contractor nor its Subcontractors or the employees of either of them shall
be restricted from providing Con?dential Information to judicial or regulatory bodies to the extent required
by Law; provided, however, that Contractor, to the extent reasonably practical, shall give maximum advance
notice of such disclosure requirement and shall cooperate with the owner of such Con?dential Information
in seeking to oppose, minimize or obtain con?dential treatment of the Con?dential Information ordered or
required to be disclosed, in each case to the extent reasonably practical. Contractor shall not, without the
prior written consent of Company as appropriate, take any photographs, video or other recordings of
Company?s or any Af?liates? property. Upon expiration or termination of this Contract, if Company so
requests, Contractor shall timely return all Con?dential Information to the Company in a format reasonably
requested by such Company or, at Company?s request, certify the destruction thereof.

14.2 All deliverables, including Software if applicable, to the extent prepared, produced
or ?rst developed by Contractor for Company under this Contract, shall be and will remain the exclusive
property of Company, and all right, title and interest therein (including, Without limitation, copyright and
patent rights) shall vest in Company, and shall, to the fullest extent permitted by Law, constitute ?work
made for hire? under United States copyright law. Contractor shall retain all right, title and interest in its
know~how, concepts, materials and information that were or are developed entirely independently of Work
performed pursuant to this Contract (the ?Retained Rights?), whether or not such Retained Rights are
embodied in a deliverable.

14.3 With respect to Contractor?s Retained Rights embodied in any deliverable,
Company is hereby granted a nonexclusive, perpetual, worldwide, royalty-free, fully paid-up license under
Contractor?s Retained Rights to use the deliverables for its business operations. The license granted under
this Section 14.3 shall extend to Company?s Af?liates? use of deliverables for their business operations and
to all successors or assignees of the business function for which the deliverables were acquired or created or
of the system to which the deliverables relate.

14.4 Contractor will not disclose or provide to its clients, customers or any third party a
copy of the version of any deliverable that was (1) prepared, produced or ?rst developed by Contractor for
Company or (2) tailored to meet Company?s specific needs. However, Contractor may extract and use
know-how, expression or concepts gained during the performance of the Work to develop, distribute and

 

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ENO-NOP8001346

use templates, materials and tools for itself and other client projects, so long as such templates, materials and
tools do not contain any Information which may not be disclosed pursuant to Section 14.1 hereof, or (ii)
violate a further restriction of this Contract, in accordance with Section 14.5 hereof.

14.5 If Contractor, or its employees or any Subcontractor employees, makes or develops
any process, machine, composition of matter, inventions, patentable or unpatentable, resulting from
Contractor?s activities hereunder, Contractor shall disclose those inventions to Company in
writing. Further, Contractor hereby assigns each such invention to Company. Contractor also shall require
its employees to execute such documents as Company requests in connection with any assignment and in
connection with the acquisition of letters patent, domestic and foreign, on any inventions.

14.6 Contractor shall require each of its employees and Subcontractor employees to
execute such documents and do such things as may be necessary to effectuate this Article 14 and to ensure
that such intellectual property shall become the sole property of Company, all at Contractor?s sole cost and
expense.

l4.7 Contractor hereby indemnifies and holds harmless Company and Affiliates and any
of their agents or employees, and will, at its own expense, defend any or all of them against claims, suits or
proceedings that are based on any allegations that any Work rendered by Contractor or documents, goods,
materials or software furnished by Contractor pursuant to this Contract or the use thereof, in the form
submitted by Contractor, for its intended purposes, constitutes an infringement or misappropriation of any
patent, copyright, trade secret or other proprietary right, except to the extent that Contractor?s allegedly
infringing conduct is expressly required by Company?s Specification or expressly required in writing by
Company, and if Contractor is noti?ed in writing and is given full authority, information, and
assistance for the defense of said claim, suit or proceeding, and provided the Contractor is given all
reasonable cooperation in any effort by Contractor amicably to settle such claim, or to mitigate damages
resulting from any act or thing complained of, Contractor will pay all damages and costs awarded in any
such claim, suit or proceeding, and will pay all reasonable costs and expenses, including attorneys? fees,
resulting therefrom.

14.8 In the event the use of the items, articles or processes furnished by Contractor
hereunder, or any part thereof, is, in such suit, held to constitute infringement, and the use of said items,
articles or processes is enjoined, Contractor shall, at its own expense and obligation, either procure the right
for Company to continue using said items, articles or processes, or replace the infringing items, articles or
processes with non-infringing items, articles or processes of equivalent value and functionality, completely
at Contractor?s expense.

14.9 Export Compliance Data Export.

1. Notwithstanding any other provision of this Contract, Contractor
understands and agrees that it is subject to, and agrees to abide by, any and all applicable United States laws
and regulations controlling the export of certain export?controlled technology, computer software,
laboratory prototypes, related information, and export?controlled products (collectively, ?Controlled
Technology?).

2. Contractor understands that sharing Controlled Technology and
Con?dential Information with certain foreign nationals who are not lawful permanent residents of the
United States, even if it is not sent out of the United States, may constitute an export that is subject to such
laws and regulations, and may require an export license. Prior to allowing any foreign national who is not a
lawful permanent resident of the United States access to any Con?dential information or Controlled
Technology provided by Company or otherwise employed in the Work, Contractor will ensure that the use
by such individual (1) complies with all applicable United States laws and regulations, including ensuring
that such individual is not, at any time, on the Specially Designated Nationals List published by the US
Of?ce of Foreign Assets Control and (2) does not require an export license. Failure to abide by these
requirements shall constitute a material breach of this Contract. At Company?s request, Contractor shall
periodically confirm its compliance with laws that apply to Con?dential Information and Controlled
Technology.

 

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3. Notwithstanding the foregoing, Contractor shall not host on a foreign
server, or otherwise allow access to Controlled Technology or Con?dential Information from outside of the
United States, or allow access to Con?dential information by foreign nationals who are not lawful
permanent residents of the United States, without Company?s prior written consent.

l5. Contractor?Provided Insurance

15.1 Contractor shall provide and maintain during its performance of the Work under
this Contract unless otherwise speci?ed in this Contract, at its own expense, insurance coverages in forms
and amounts that Contractor believes will adequately protect it but in no case less than:

15.l(a) Notwithstanding any applicable statutory exemptions that may exist,
Workers? Compensation Insurance in accordance with all applicable state, federal, and maritime laws,
including Employer?s Liability Insurance in the amount of $3 ,000,000 per accident/disease. The policy shall
be endorsed to include a waiver of subrogation in favor of Company and Af?liates.

15.1(b) Commercial General Liability Insurance including Contractual Liability
Coverage covering liability assumed under this Contract, Products Liability Coverage, Completed
Operations Coverage to remain in effect for three years following the expiration or termination of this
Contract, Broad Form Property Liability Coverage and Personal Injury Coverage, with a combined single
limit of 1 ?00,000 per occurrence for Bodily Injury and Property Damage.

15.l(e) Commercial Automobile Liability Insurance including all owned, hired,
leased, assigned and non-owned vehicles, with a combined single limit of $1,000,000 per accident for
Bodily Injury and Property Damage.

15.1(d) Excess or Umbrella Liability Coverage following the form of coverages
required in Subsections 15.l(a) through 15.l(e) with. limits of liability, when combined with such primary
coverage limits, equal to $5,000,000 per occurrence.

15.l(e) Errors and Omissions Liability Insurance as may be appropriate and
available in the amount of $1,000,000 per claim, covering claims or damages because of injury or damages
arising out of any act, error or omission of Contractor in the rendering of professional services. Such
coverage shall remain in effect for three years from the expiration or termination of this Contract.

15.l(f) Such other insurance as may be deemed necessary or desirable by the
Company for the Work provided pursuant to this Contract.

15.2 Contractor?s insurance policies required by Subsections 15.l(e) and
15.l(d) above, shall include Company and Af?liates as additional insureds with respect to Contractor?s
performance under and liability arising from this Contract. Contractor hereby waives all rights of recourse,
including any right to which another may be subrogated, against Company and Af?liates for personal injury,
including death, and property damage. All of Contractor?s policies of insurance shall be primary insurance
and noncontributing with any other insurance maintained by Company and Af?liates. Contractor shall
endeavor to provide Company notice of policy cancellation or material change in accordance with the policy
provisions. Policies are to be written by insurers that carry a minimum AM. Best Rating of A. Contractor
shall provide Company with Certi?cates of Insurance issued to Company and Af?liates evidencing
coverage currently in effect upon execution of this Contract and annually thereafter pursuant to the
requirements of this Article l5.

15.3 Unless agreed otherwise in writing by Company, Contractor shall require any
Subcontractor providing services or Work under this Contract to carry insurance coverages in forms and
amounts consistent with the requirements of this Article 15. Contractor shall obtain Certi?cates of insurance
evidencing such coverage prior to commencement of services or Work by the Subcontractor and shall

 

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ENO-NOP8001348

present such Certi?cates evidencing coverage for the duration of the subcontract to Company and annually
therea?er pursuant to the requirements of this Article 15.

15.4 Contractor and Subcontractors shall not begin Work until all of the insurance
required of Contractor and Subcontractors is in force and the necessary documents have been received by
Company. Compliance with this Article is hereby expressly made a condition precedent to the obligation of
Company to make payment for any Work performed.

15.5 The minimum insurance requirements set forth above shall not vary, limit or waive
Contractor?s or Subcontractors? legal or contractual responsibilities or liabilities to any party.

16. Insurance Supporting Indemnity

16.1 It is agreed that Contractor?s insurance shall apply to Contractor?s indemnity and
defense obligations under this Contract. Contractor represents and warrants that compensation provided for
in or otherwise applicable to this Contract includes Contractor?s cost for obtaining and maintaining the
insurance coverages required herein, including coverages necessary to support Contractor?s obligation to
indemnify, defend, and hold harmless the Indemnitees (as the term ?lndemnitees? is de?ned in Section
19.1), and that the amount of such compensation would have been less but for such insurance. If it is
judicially or statutorily determined that the insurance required hereunder exceeds the monetary limits
permitted under applicable Law, the parties agree that said insurance requirements shall automatically be
amended to conform to the maximum monetary limits permitted under such Law.

16.2 In the event that the indemnities provided for in this Contract are judicially or
statutorily determined to be invalid, impermissible or to exceed permissible amounts, such indemnities shall
automatically be deemed to be amended to conform to Law; provided, however, that Company and
Af?liates shall continue to be covered by such insurance policy(ies) as additional insureds to the extent of
Contractor?s indemni?cation responsibilities set forth in this Contract, with such insurance to be primary as
to all other policies (including any deductibles or self?insurance retentions) of Company and Af?liates that
may provide coverage. Contractor and its insurer(s) waive all rights of subrogation and contribution against
Company and Af?liates to the extent that liabilities are assumed by Contractor.

17. Claims Reporting

17.1 Contractor shall notify Company as soon as reasonably possible at the address
speci?ed in Article 21, by certi?ed mail or overnight express delivery, of all claims brought for which
Company or an Af?liate may be liable, or asserted as arising from or connected with the contractual
relationship, or which may materially impair the ability of Contractor to perform any of its obligations to
Company or an Af?liate; and all events that in the light of reasonable experience may give rise to a claim
included in the above categories.

17.2 Copies of notices pursuant to this Article 17 shall be sent concurrently to:

Claims Management Legal Services Department
Entergy Services, Inc. Entergy Services, Inc.

P. O. Box 8082 PO Box 61000

Little Rock, Arkansas 72203 New Orleans, Louisiana 70161

17.3 [Not Used].
18. 'Property Insurance and Risk Allocation
18.1 [Not Used].

18.2 Contractor shall release and indemnify Company and hold Company harmless for
loss or damage, howsoever caused, to Contractor?s or Subcontractor?s tools, equipment and other property,

 

Form Stand-Alone (Non?Nuclear) Page No. 17 Contract No. 10505216
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ENO-NOP8001349

whether owned, leased, rented or borrowed, that are used or intended for use in the Work to be performed
and for any consequential, special, incidental or indirect damages or loss of anticipated profits sustained by
Contractor or Subcontractors.

18.3 Contractor shall compensate Company for loss of or damage, howsoever caused, to
existing property on the Site where Work is, or is to be, performed, or Company?s preperty intended to be
incorporated into or used in the Work, and for any resulting indirect damages, or loss of anticipated pro?ts
sustained by Company, if said loss or damage resulted from, arose from or related to the Work performed by
Contractor or Subcontractors, except to the extent Company is compensated for such property loss by the
proceeds property insurance (excluding any deductibles or self-insurance retention).

18.4 Contractor shall release and indemnify Company and hold Company harmless for
loss or damage, howsoever caused, to all Work in progress and all of Contractor?s property intended to be
incorporated into the Work and delivered to or located at the Site where Work is, or is to be, performed
except to the extent of recovery by the Company under any applicable property insurance.

185 Notwithstanding any other provisions of this Contract to the contrary, Contractor
shall also be responsible and not entitled to compensation from Company for any loss of money or
securities in the care, custody or control of Contractor that are used or intended for use in performing Work,
unexplained or mysterious disappearance of any property in Contractor?s care, custody or control, or
shortage of any property disclosed on taking inventory, or theft of property on the part of Contractor,
Subcontractors or their agents or employees.

18.6 Freight (other than on warranted returns, repairs and replacements as addressed in
Article 22 below) is not included within the unit price of goods and instead Contractor will arrange for FOB
shipping to the Company?s Site with freight costs from the nearest applicable Contractor warehouse or
facility to the Company?s Site prepaid and separately invoiced by Contractor to Company at actual,
documented cost, with no additional markup by Contractor. Prices speci?ed herein are ?rm through
delivery.

19. Release and Indemnity

19.1 Contractor shall, to the fullest extent allowed by applicable Law, indemnify,
protect, and hold harmless Company, Af?liates, and their contractors and each of their agents, officers,
directors, shareholders, control persons, employees, agents, successors, assigns, and representatives (the
?lndemnitees?), and upon request of an Indemnitee, defend the Indemnitee from and against any and all
losses, damages, including consequential, incidental and punitive damages, claims, liabilities, costs and
expenses (including, without limitation, demands, fines, remediation costs, penalties, attorneys? fees, court
costs, legal, accounting, consulting, engineering and other expenses, including defense costs) that may be
imposed on, incurred by, or asserted against the Indemnitees or any of them by any party or parties
(including, without limitation, a governmental entity), caused by, arising from, relating to or in connection
with, in whole or in part, directly or indirectly: Contractor?s or Subcontractors? breach of any provision
of this Contract, including, but not limited to, the representation and warranties set forth in this Contract; (13)
Contractor?s or Subcontractors? Negligence, wrongful act or omission, breach of implied warranties, or
strict liability by reason of property damage, personal injury or death, of whatsoever nature in connection
with the performance of the Work by Contractor or Subcontractors, AND SUCH OBLIGATION SHALL
APPLY EVEN IN THE EVENT OF THE CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE,
OF ANY OR ALL or any violation of Law by Contractor or Subcontractors.

19.2 Further, Contractor shall be solely responsible for and shall indemnify, protect and
hold harmless Indemnitees, and upon request of an Indemnitee, defend the Indemnitee, and each of them,
from and against any and all losses, damages, including consequential, incidental and punitive damages,
claims, liabilities, costs and expenses (including, without limitation, demands, ?nes, penalties, attorneys?
fees, court costs, legal, accounting, consulting, engineering and other expenses, including defense costs), on
account of the death or occupational illness of, or injury to Contractor or any Subcontractor, any employees,
personnel, or agents of Contractor or Subcontractor, caused by, connected with, relating to or arising from,
in any way, in whole or in part, directly or indirectly, the Work performed or to be performed, or from the

 

Form Stand?Alone (Non?Nuclear) Page No. 18 Contract No. 10505216
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ENO-NOP8001350

presence, for whatever purpose, of Contractor or any Subcontractors, or their suppliers, materialrnen,
employees, personnel, agents or representatives on or near any Site or any property owned, leased,
controlled or occupied by Company or Af?liates, WITHOUT REGARD TO WHETHER ANY SUCH
DEATH 0R PERSONAL INJURIES HAVE BEEN CAUSED BY OR ARE ATTRIBUTABLE TO,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, THE NEGLIGENCE, ACTIVE OR
PASSIVE, OF ANY OR ALL INDEMNITEES, THE CONDITION OF THE SITE, STRICT OR
PRODUCTS LIABILITY, OR OTHERWISE, AND NOTVVITHSTANDING ANY OTHER
PROVISIONS HEREIN TO THE CONTRARY.

20. Title

Title to all Work, services, materials, supplies and structures procured by Contractor from
third parties or supplied by Contractor and incorporated, or intended at the time of the procurement or
supply to be incorporated, into the Work (excluding Contractor?s tools, equipment and leased and rented
items) shall pass to Company upon payment therefore by Company, upon delivery to Company?s Site or
when consumed in the performance of Work, whichever occurs ?rst.

21 . Notices

Except for claim noti?cations pursuant to Articles 17 and 61, any notice given by either
party to the other pursuant to this Contract, including but not limited to, termination notices or assignments
or subcontracts, shall be in writing and be deemed validly given if delivered in person, delivered by private,
prepaid courier, sent by facsimile with con?rmation, sent by email to named contacts for the other party
with email confirmation of receipt, or deposited in the mail properly stamped with the required postage and
addressed to the last-known o?ice address of the respective addressee. Either party hereto shall have the
right to change any address or addressee it may have given to the other party by giving such other party due

notice in writing of such a change. Until so changed, notices shall be given to the addressees at the addresses
set forth below.

 

 

 

 

 

 

 

 

Contractor: Company:

Greenpastures Unlimited Entergy Services, Inc.

1 100 Poydras Street Ste 2775 1340 Echelon Parkway, Suite 400

New Orieans, LA 70163 Jackson, MS 39213

Ann; Attn.: Director, Supply Chain Operations
22. Warranty

22.1 Contractor represents and warrants that it has the Competence to perform the
Work, has or shall obtain the necessary tools, equipment and personnel to perform the Work, shall
assign quali?ed and Competent personnel to the performance of the Work set forth herein, such
personnel shall use their best efforts to perform the Work described herein in the most expeditious,
professional and economical manner consistent with the interests of Company, shall maintain and use
all tools and equipment in accordance with manufacturer?s speci?cations and recommendations and
good engineering and operational practices, has or shall obtain, at its expense, before performing any
Work all. the necessary certi?cates, permits, licenses and authorizations to perform Work and conduct
business, shall perform all Work in accordance with applicable Laws, shail perform ail Work in good
faith, and with due diligence and Competence, and fully comprehends the requirements and
contingencies for performing Work and it shall examine the Site for any additional or special
requirements and contingencies prior to performing Work. If the Work, or any portion of the Work,
consists of or is comprised of Software, Software deliverables or Software component deliverables,
Contractor warrants and guarantees under this Article that same will conform in all respects to

 

Speci?cations.
Form B-2 Stand?Alone (Non?Nuclear) Page No. i9 Contract No. l0505216
Revised 06/28/16 2/16/2017 11:51 AM

ENO-NOP8001351

22.2 Contractor represents and warrants that it will not perform any aspect of the Work
that it knows or has reason to believe cannot be performed in conformity with the provisions of this
Contract. If Contractor determines that it cannot perform Work in conformity with these provisions,
Contractor shall immediately inform Company and work with Company to develop a mutually
satisfactory resolution for the inability to perform. Contractor further represents and warrants that it
shall ascertain whether any drawings and Speci?cations applicable to the Work are at variance with any
applicable Law and good engineering and operational practices prior to beginning any Work. If
Contractor discovers any variance, it shall notify Company in writing and ensure the
necessary changes are made before proceeding with the part of the Work affected.

22.3 Contractor warrants that it will perform the Work provided for in this Contract in
confonnance with the highest standards of care and practice appropriate to the nature of the Work and
exercise the highest degree of thoroughness, competence and care that is customary in the utility
industry. Contractor further warrants that the Work performed hereunder will be of the kind and quality
described herein and will be free of defects in design (except to the extent Company has furnished the
design), title, workmanship, and materials. Contractor warrants that any equipment or goods supplied
hereunder shall be new unless otherwise speci?ed in this Contract and that any Work supplied, repaired
or modi?ed by Contractor shall meet all performance or acceptance criteria in the applicable
Speci?cations.

22.4 Without limiting the rights that Company may have otherwise at Law or equity and
in addition to the other warranties granted, Contractor guarantees and warrants that all Work performed
and any materials and equipment provided in connection with the Work shall be free from defects or
de?ciencies for twenty?four (24) months from the Company?s installation or use of the Work, or thirty
(30) months from the date of completion or acceptance of all Work, whichever occurs last. If any defect
or de?ciency occurs during this warranty period, and Company has noti?ed Contractor of the defect or
de?ciency within a reasonable period of time after Company?s discovery, Contractor, at its sole cost and
expense, shall at Company?s option repair or replace the defect or de?ciency (including all
other labor, materials and other Work necessarily incidental to effecting such correction of the defect or
de?ciency). Any Work provided under this Section 22.4 to correct any defect or de?ciency shall be
warranted on the same basis as provided in this Section 22.4 for the longer of the balance of the
applicable warranty period or six months from the date of completion or acceptance, whichever
occurs last, of the repair or replacement. Regardless of any limitation of liability Contractor shall retain
risk of loss for any equipment or goods transported to a facility of Contractor or its subcontractors as
part of performance of a warranty remedy hereunder.

22.5 Contractor shall use its best efforts to ensure that all warranties provided by
Subcontractors, distributors, manufacturers or any other person or entity are assigned to the Company. if
any warranty cannot be assigned to the Company, Contractor shall use its best efforts to make that
warranty available for the Company?s bene?t. Contractor shall deliver a copy of each written warranty
that may be applicable to Company. The warranties under this Section 22.5 shall be in addition to any
others provided under this Contract or otherwise under the Law.

22.6 Without limiting the foregoing warranties and in addition to other remedies
available to Company, at law or in equity, upon notice of a nonconforniity in Work provided by
Contractor, Contractor shall remedy or reperform (including removal and reinstallation of any
repaired or replaced materials and equipment) such nonconformities at Contractor?s sole expense.

22.7 Contractor shall perform such tests as Company may reasonably require to verify
that corrective rework complies with the original warranty. Should Contractor fail to remedy
nonconformities in accordance with this Article 22, the applicable Company, in addition to
other available remedies at law or in equity, may perform such remedial work at Contractor?s sole
expense.

22.8 Contractor represents that any Goods ?irnished to Company hereunder are not
fraudulent and do not involve the sale of Counterfeit Goods. For the purposes of this paragraph,

 

Form B-2 Stand-Alone (NonnNuclcar) Page No. 20 Contract No. 10505216
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?Goods? are de?ned as items ?unished by Contractor hereunder, and Counterfeit Goods are de?ned as
products produced, altered or misleadingly labeled to resemble a product or to provide the impression
that the product is of a different class or quality or from a different source without authority or right to
do so and which misleads or defrauds by presenting the imitation product as original, authorized or
genuine. Counterfeit Goods include, but are not limited to, used or recycled components and re?irbished
parts, with or without false labeling, that are represented as new parts or any items that are provided by
Contractor or its sub?suppliers in violation of any license or non-competition agreements or other third?
party proprietary rights. Contractor represents that it has policies and procedures in place to inspect the
Goods sold hereunder for the detection and avoidance of the sale of Counterfeit Goods. If Contractor
determines or suspects or deems that it has furnished Counterfeit Goods to Company, Contractor shall
immediately notify Company. In the event that Company determines or suspects that Contractor or its
sub-supplier has furnished Counterfeit Goods to Company, Company will immediately notify the
Contractor. Contractor shall be liable for all costs relating to removal and replacement of the Goods at
issue with non-counterfeit Goods in full conformance with this Contract. Company reserves the right to
withhold payment for the suspected Counterfeit Goods pending a determination by Company as to
con?rmation of whether the Goods at issue are or are not Counterfeit Goods. Contractor shall indemnify
and save harmless Company, Af?liates, and any of their directors, of?cers and employees from and
against all claims, actions, loss, cost, expense or injury of any kind arising from or incidental to the
furnishing of Counterfeit Goods by Contractor or its sub-suppliers hereunder.

23. Inspection

All Work must be thoroughly inspected by Contractor, and Company shall have the right,
at reasonable times and frequencies and during normal working hours, to inspect and review Work
being performed pursuant to this Contract by Contractor or authorized subcontractors at Contractor?s,
Subcontractors? or Company?s facilities without charge by Contractor. Neither the failure to make such
inspections nor the approval of Work being performed shall relieve Contractor of its responsibilities
under this Contract.

24. Audit

243 Contractor and all Subcontractors shall, during its performance of the Work under
this Contract and for at least four (4) years thereafter, keep and maintain complete and accurate time and
other records or accounts of Contractor, its af?liates and Subcontractors as are necessary to verify and
support any and all charges billed to Company associated with this Contract. This includes verification
that any and all material, services, labor and other expenses incurred under this Contract have been paid.
This provision shall not entitle Company to audit ?xed prices. All books and records shall be
maintained in accordance with generally accepted accounting principles. Such books and records shall
be made available at Contractor?s facility in the United States for verification, copying, audit and
inspection by Company or its representatives, including Company-authorized third-party auditors. Any
such audit shall be at Company?s expense and conducted during Contractor?s normal working hours;
provided, however, that Contractor shall provide reasonable assistance necessary to enable Company to
conduct such audit, and shall not be entitled to charge Company for any such assistance. Amounts
incorrectly or inappropriately invoiced to Company, Whether discovered prior to or subsequent to
payment by Company, shall be adjusted or reimbursed to the applicable Company by Contractor within
?ve (5) days of noti?cation by Company to Contractor of the error in the invoice. Contractor shall
include the necessary provisions in its agreements with Subcontractors that shall assure access by
Company?s employees and representatives to applicable records of Subcontractors.

24.2 Contractor represents and warrants that all ?nancial settlements, billings, and
reports rendered to Company or its representatives shall re?ect properly the facts about all activities and
transactions handled for the account of Company, which data may be relied upon as being complete and
accurate in any further recordings or reporting made by Company or its representatives for whatever
purpose. Contractor shall notify Company upon discovery of any instance where Contractor
fails to comply with the foregoing. If Contractor discovers or is advised of any errors or exceptions
related to its invoicing for Work, Contractor and Company shall together review the nature of the errors

 

Form B-2 Stand?Alone (Non-Nuclear) Page No. 21 Contract No. 105052 16
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ENO-NOP8001353

or exceptions, and Contractor will, if appropriate, adjust the relevant invoice and refund
overpayments.

25. [Not Used].
26. [Not Used].
27. Subcontracting

Work shall be performed solely by Contractor or by those Subcontractors that Company
may from time to time allow by its prior written approval. No approval shall relieve Contractor of any
of its obligations under this Contract. Contractor shall be reSponsible to Company for Work performed
by all of its Subcontractors to the same extent it is for activities performed by Contractor?s employees.
Contractor shall remain liable for all acts, errors, omissions and negligence of all Subcontractors.
Contractor shall ensure that all of its agreements with its Subcontractors contain provisions which are in
conformity with and no less stringent than the provisions of this Contract between Company and
Contractor. Notwithstanding the provisions of this Article 27, any person or other entity not approved as
a Subcontractor and used by Contractor to perform Work hereunder shall be deemed a Subcontractor
only for the purposes of Contractor?s obligations and covenants under the Work so performed.
Contractor ?rrther hereby agrees to provide maximum practicable opportunity to small and small
disadvantaged businesses (as such businesses are de?ned by the Small Business Administration or by
the Federal Acquisition Regulations), for participation in any subcontracts that are to be let by
Contractor in the performance of its obligations under this Contract. Lists of all Subcontractors
including expenditures with those Subcontractors that qualify as such small or small disadvantaged
businesses shall be supplied to Company by Contractor on a timely basis.

28. Assignment

Neither party may assign any of its rights or obligations hereunder without the prior written
consent of the other party, and any such assignment without such consent shall be null and void;
provided that no prior consent shall be necessary for an assignment by or on behalf of any Af?liate
incident to a change in the ownership of its plant or substantially all of its assets or for an assignment to
any Af?liate. No assignment of this Contract, even if consented to by Company, shall relieve Contractor
of its responsibilities under this Contract. Any assignee of Contractor shall meet all the requirements of
Article 15 as a condition precedent to the assignment.

29. Non-Standard Parts

No items furnished by Contractor shall contain non-standard parts. When Contractor
?rmishes items incorporating non?standard parts, it shall also furnish or obtain the right for Company to
have ?rll and perpetual access without additional charge to all drawings, prints, speci?cations, Software
and instructions and to use that information for the purpose of repairing, producing or obtaining parts
allowing the continued use of existing equipment. Non-standard parts include those that are not
industry-standard designs or quali?cations, or are otherwise unique or proprietary or available from
limited suppliers.

30. Handling Company-Furnished Material and Equipment

30.l Contractor, upon delivery to it or acquisition by it of any equipment, goods or other
property owned or supplied by Company or in which Company has an interest, assumes the risk of and
shall be reSponsible for any loss thereof or damage thereto at full?replacement cost until returned to
Company, except to the extent Company is compensated for such property loss by the proceeds of
property insurance (excluding any deductibles or self?insurance retention). Upon completion of the
Work provided by Contractor pursuant to this Contract, Contractor shall return any such property to
Company in the condition in which it was received by Contractor except for reasonable wear and tear

 

Form B-2 Stand-Alone (NomNuclear) Page No. 22 Contract No. 10505216
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ENO-NOP8001354

and except to the extent such property has been reasonably consumed or modi?ed in performance of
Work pursuant to this Contract.

30.2 Unless provided otherwise in this Contract, all Work requiring loading, unloading,
hauling, handling, storing, caring for, reloading, securing and rehauling of all Company?furnished
materials and equipment as required to transport all such items from the point of delivery (Company or
third-party storage points, freight cars, truck trailers or staging areas, whether at Company?s facility or
Contractor?s facility) to the place of use, installation, repair or modi?cation shall be performed by
Contractor at its expense. Contractor shall also pay on its own account any demurrage or damage
charges imposed on Company by carriers that arise from Contractor?s action or inaction. Contractor
shall report to Company, in writing, within twenty-four (24) hours after receipt, any shortage in or
damage to Company-?nnished materials or equipment. Contractor shall maintain accurate records of all
Company-furnished materials on hand, and of the disposition and use of such materials or equipment.

30.3 Circumstances may arise in which Contractor requests Company to make available
to Contractor certain of Company?s equipment or facilities for the performance of Contractor?s Work. If
Company agrees to such request, the equipment or facilities will be charged to Contractor at rental rates
agreed to by Company and set forth in a Change Order issued pursuant to Article 9.

30.4 Contractor shall be solely responsible for assuring itself of the safety of any tools
or equipment supplied or loaned by Company before use of the tool or equipment and shall return such
equipment to Company in the condition in which it was received by Contractor, except for reasonable
wear and tear. Any tools or equipment that are furnished, supplied or loaned by Company to Contractor
are on an AS-IS, basis, and are loaned and without any warranty or representation that
they are adequate or appropriate for the safe and ef?cient performance by Contractor or Subcontractors.
No warranty or representation is made as to their condition or ?tness for any purpose. Contractor hereby
holds Company, Affiliates, and their of?cers, agents, and employees harmless against any damages or
claims that may arise from such use by Contractor or any of Contractor?s Subcontractors. Contractor
shall inspect such equipment before Contractor?s or Subcontractors? use. Upon its return to Company,
Company may inspect such tools or equipment to establish their condition and substantiate whether or
not any part of the tools or equipment used by Contractor or its Subcontractors have been over?stressed
or damaged in any way as a result of such use. The cost of repairs or replacement to correct such over~
stress or damage resulting from such use shall be at Contractor?s expense.

3 1. Time and Order of Completion, Expediting

31.1 Contractor agrees that Work shall be performed and carried on at such points and
times as may be required to meet the schedule as provided in Article 3. Contractor shall also prepare and
submit to Company prior to commencement of Work a detailed schedule consistent with the general
schedule requirements of the Work under this Contract. Schedule requirements are understood to
constitute material terms of this Contract.

31.2 [Not Used].

31.3 If at any time Contractor?s personnel, in the opinion of the Contract Manager, shall
be inadequate for securing the necessary progress or required quality of Work, as herein stipulated,
Contractor shall increase or supplement its personnel to such an extent as to give reasonable assurance
of compliance with the schedule of completion and the required quality of Work. The failure of the
Contract Manager to make such demands shall not relieve Contractor of its obligation to secure the
quality and rate of progress required by this Contract, and Contractor, alone, shall be and remain liable
and responsible for the ef?ciency and adequacy of its methods and personnel.

31.4 The equipment and material ?lmished under this Contract shall be subject to
expediting by Company. Company or its representatives shall be allowed reasonable access to
Contractor?s plants, and those of its suppliers, for expediting purposes. As required by Company,
Contractor shall supply schedules and progress reports for Company?s use in expediting and shall

 

Form B-2 Stand-Alone (Non?Nuclear) Page No. 23 Contract No. l0505216
Revised 06/28/16 2/16/20}? 11:51 AM



cooperate with Company and require its Subcontractors and suppliers to cooperate with Company in
expediting.

31.5 Unless otherwise provided, all references in this Contract to days shall mean
calendar days, and the time within which acts are to be done shall be computed by excluding the ?rst
and including the last day. If the last day is Sunday or a legal holiday, the act shall be completed on the
next business day.

32. Delays

32.1 Contractor warrants its expertise in maintaining schedules for assigned Work and
will recognize events likely to cause delay. In the event of an occurrence which is likely to cause a delay
in the schedule, whether proposed act of Company or by Force Majeure,
Contractor shall give Company prompt written notice of such likelihood and shall submit any claims for
schedule extension in accordance with Article 9 herein. Contractor shall continue to keep Company
advised during the continuance of the delay and shall furnish current estimates of the expected length of
the delay and its effect upon the Work.

32.2 In the event of a delay that is excused due to Force Majeure, Company will execute
a Change Order granting an extension of time for completion equal to the time lost by reason of the
delay, if, but only if, Contractor has complied with Article 9 hereof, but any such event shall not be a
basis for any Contractor claim for compensation in excess of the ?xed prices or compensation limits
contained herein and shall not operate to release Contractor from any obligations, other than schedules,
under this Contract.

32.3 In the event of any Company-caused delay, other than Suspension pursuant to
Article 8 hereof, Company will issue a Change Order granting an extension of time for completion
equal to the time lost by reason of the delay and a price increase re?ecting actual, direct costs
necessarily incurred by Contractor in excess of any ?xed prices or compensation limits contained in this
Contract solely as a result of Company-caused delay but if, and only if, Contractor has complied with
Article 9 hereof.

33. Force Maj cure

33.l ?Force Majeure? means any event beyond the control and without fault or
negligence of the party claiming inability to perform its obligations and which party is unable to prevent
or provide against by the exercise of reasonable diligence, including, but not limited to, acts of God, acts
of the public enemy, riot, civil commotion, expropriation or condemnation of facilities or Sites, changes
in applicable Law, ?oods, droughts, ?res, explosions, sabotage, terrorism, war, or other catastrophes,
accidents causing damage to or destruction, in whole or in part, of the equipment or property necessary
to perform the Work, failure or refusal by any regulatory or other agency to act upon or grant permits, or
licenses, or breakdown of equipment needed to perform the Work where not caused by failure of the
Contractor or its Subcontractors to implement proper maintenance or replacement practices. Inability to
pay moneys or ?nancial hardship shall not, however, constitute events of Force Maj cure except in cases
where banking systems or required methods for transmission of payment have also been delayed by
Force Maj eure. Failure of Contractor?s subcontractors or suppliers to perform or deliver specially
manufactured items on schedule shall not be claimed by Contractor as a Force Maj eure event, unless
such failure was beyond the reasonable control of such subcontractor or supplier.

33.2 No delay or failure in performance by Company or Contractor shall constitute
default if, and to the extent, the delay or failure is caused by Force Maj cure. Unless the Force Majeure
event substantially frustrates performance of the Work or the purpose for the Work, Force Maj cure shall
not operate to excuse, but only to delay performance of Work. If Work is delayed by reason of Force
Majeure, Contractor shall notify Company. Contractor shall at its own expense do all things
reasonably possible to mitigate or remove the effect of the Force Majeure event, and shall resume
performance of the Work as soon as possible.

 

Form B-2 Stand?Alone (Non?Nuclear) Page No. 24 Contract No. 10505216
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34. Termination Due to Contractor?s Fault

34.1 if any or all Work to be performed is abandoned by Contractor, or if Contractor
fails to meet its payroll or other current obligations, or allows any liens to attach to Company?s property
under any applicable laws; or if Company, in its sole discretion, determines that the schedule of Work is
not being maintained or that Contractor is violating any of the conditions or provisions of this Contract,
in whole or in part; or if Company, in its sole discretion, determines that Contractor is refusing or failing
to perform properly any Work or that Contractor is performing Work in bad faith or not in accordance
with the terms thereof; or if Company, in its sole discretion, determines that Contractor is failing to
provide the labor, supervision, tools, equipment or materials necessary for the prompt performance of
Work or failing to use due diligence in the performance thereof, Company may, without prejudice to or
limiting other remedies as may be available to Company, terminate Contractor?s right to proceed with
all or any portion of such Work by issuance of a written termination notice to Contractor. In addition, if
reasonable grounds for insecurity arise with respect to Contractor?s ability to perform its material
obligations under this Contract for reasons not excused pursuant to Article 33, Force Majeure, Company
may in writing demand an adequate assurance of performance from Contractor. If Contractor fails to
provide a commercially reasonable assurance of due performance within thirty (30) calendar days of
such demand, Company may terminate this Contract for default. The failure of Company to make such
demands shall not relieve the Contractor of its obligation to perform the Work in accordance with the
quality and rate of progress required by this Contract.

34.2 Upon termination pursuant to Section 34.1, Company shall have the right to
complete the Work, the term ?complete? to include repairing, remediating, removing or correcting any
non?conforming or unsatisfactory Work, or to employ another contractor or other subcontractors to so
do, and Company shall have the right to take possession of and use any of the materials, tools,
equipment, supplies and other property then in use by Contractor for such Work or present on the Site.
Company shall return tools and equipment owned or leased by Contractor to Contractor upon
completion of the job in as?good condition as when taken over by Company, ordinary wear and tear
excepted. Should Company take over completion of the Work or obtain another contractor or
subcontractors to so do, Company?s sole obligation shall be to pay Contractor, upon completion of the
Work and subj eet to other provisions of this Contract that may reduce or suspend payment, for lump-
sum or price-fixed Work, the lesser of either the percentage of any moneys due that represent the
percentage of conforming Work satisfactorily completed by Contractor prior to the effective date of
Company?s termination notice to Contractor under Section less any amounts previously paid or (ii)
the lump-sum or ?xed~price for this Contract less all costs and expenses incurred by Company in
completing the Work and less any amounts previously paid; and for non lump-sum, non ?xed?price
Work, an amount determined by Exhibit A or any special compensation provisions contained in this
Contract for satisfactory and conforming Work performed and obligations incurred prior to the effective
date of Company?s termination notice to Contractor under Section 34.1, less any amounts previously
paid and less any costs or expenses incurred by Company to repair, remediate, remove or correct
unsatisfactory or nomeonforming Work. Notwithstanding anything to the contrary herein, in the case of
lump-sum or ?xed-price Work if the costs and expenses incurred by Company in completing the Work
when subtracted from above as provided herein, or in the case of non lump-sum, non ?xed-price
Work if the costs and expenses incurred by Company to repair, remediate, remove or correct
unsatisfactory or non-conforming Work when subtracted from above as provided herein, results in a
negative sum, Contractor and its sureties, if any, shall be liable for and shall, upon notice from
Company, pay to Company the amount of such negative sum. Company shall not be required
to obtain proposals for completing such Work, but may make such expenditures as in Company?s sole
judgment will best accomplish such reasonable and timely completion.

34.3 Upon receipt of any such written termination notice, Contractor shall, at its
expense, for that Work affected by any such termination:

 

Form Stand-Alone (Non?Nuclear) Page No. 25 Contact No. 10505216
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ENO-NOP8001357

34.3(a) Assist Company in making an inventory of all materials and
equipment in storage at the Site, in route to the Site, in storage or manufacture away from the Site, and
on order from suppliers;

34.3(b) Assign to Company subcontracts, supply contracts and equipment
rental agreements all as designated by Company; and

34.3(c) Remove from the Site all materials and equipment listed in said
inventory other than such materials and equipment that are designated in writing by Company to be
utilized by Company in completing such Work.

34.4 Company?s sole liability to Contractor for termination pursuant to Section 34.1 or
for assumption of Work is contained in this Article 34 and Company shall not be liable for any costs,
claims, damages or liabilities whatsoever of Contractor or its Subcontractors, including, without
limitation, consequential, incidental, special or indirect damages, loss of anticipated pro?t or
reimbursement for Work unperformed. Should Company terminate this Contract pursuant to Section
34.1, and it is subsequently determined through judicial process that Company lacked the right to do so,
or that such termination was wrongful, such termination shall be deemed to have been for Company?s
convenience, and Article 7 shall apply.

3 5. Deductions

Company shall have the right to deduct any loss, damage, liability, debt or claim, liquidated
or otherwise, which Company may have against Contractor from the payment or amount owing to
Contractor under this Contract, any other contract between Company and Contractor, and any other
contract or agreement between or among Company or an Affiliate (individually or in combination) and
Contractor.

36. Protection Against Claims
36.1 [Not Used].

36.2 Contractor shall pay and completely satisfy all claims for labor, equipment, rentals
and material employed or used by it in connection with any or all of the Work performed when those
claims become due and payable. Contractor shall ensure that no liens of any kind are ?xed upon or
against the property of Company by Contractor?s employees, Subcontractors or Subcontractor
employees. To the fullest extent permitted by law, Contractor hereby indemni?es and holds harmless
Company and Af?liates and agrees to defend same against any claims or rights of lien or security
interests upon Company?s property or the Work as a result of the furnishing of labor, material or
equipment under the terms of this Contract.

36.3 Contractor shall, if required by Company, at time of delivery of any aspect of the
Work or at such time as any payment under this Contract is due to be made, fumish Company with a
veri?ed certi?cate (or any similar docnment reasonably requested) showing names of Contractor?s
Subcontractors, materiaimen and suppliers hereunder, the Work done or to be done by and the amount
payable to each, and furnish waivers or other evidence acceptable to Company that said Subcontractors,
materialmen and suppliers have been paid in full. or in suf?cient amount to justify the payment that is
otherwise due. Should Contractor fail to supply such certi?cate or waivers or other evidence, or if, at
any time, Company should determine that Company or any of its property might become liable for any
claim or subject to any lien that is chargeable to Contractor, Company may retain out of any payment
then due Contractor under this Contract or any other Contract(s) between Company and Contractor or
any such payment thereafter to become due, an amount suf?cient to completely indemnify Company
against such claims and liens, including all of Company?s costs associated therewith. Company may
retain the amount Withheld until Contractor delivers to Company a complete release of the claims and
liens that is satisfactory to Company.

 

Form 132 Stand?Alone (Non-Nuclear) Page No. 26 Contract No. 10505216
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ENO-NOP8001358

36.4 Company may discharge or remove any claims or liens by bonding, payment or
otherwise, all of which are chargeable to Contractor together with all attorneys? fees and costs, and
Company may deduct the amount of those claims and liens, attomeys? fees and costs in accordance with
Article 35 of this Contract. Should Contractor request in writing, and provided Company agrees in
writing, Contractor may provide an irrevocable standby letter of credit, naming Company as
bene?ciary, in satisfaction of Contractor?s obligations and liabilities under Sections 36.2 and 36.3
hereof and in substitution for any amounts Company is retaining under Section 36.3. A letter of credit
shall be in a form, duration and amount, and issued by a ?nancial institution, all of which are
satisfactory to Company.

36.5 With respect to Work performed in the State of Louisiana, Contractor shall, at its
sole expense, upon request by Company, record this Contract in the of?ce of the Recorder of Mortgages
in the Parish in which Work will be performed and shall provide Company with written evidence of the
Book and Page number of the recorded Contract prior to commencement of the Work. When Company
has determined that all Work for Louisiana construction Work has been completed, Company will
provide a signed notice of Final Completion. and Acceptance of the Work in the preper legal form
provided by Contractor, and such notice must be recorded by Contractor with the Recorder of
Mortgages. Where this Contract has been recorded pursuant to this paragraph, no ?nal payment or
retention amounts for construction Work in Louisiana shall be paid until Contractor ?n'nishes Company
with a Certi?cate from the Recorder of Mortgages dated at least thirty-one (31) days after the
recording of the notice of ?nal completion which shall certify that no liens or privileges have been
recorded against the Work or against Contractor in connection with the Work under this Contract and
a Certificate from the Recorder of Mortgages stating that the lien created by the ?ling of the
Contract has been canceled and effaced. All costs of recording and obtaining Certi?cates required
hereunder shall be paid by Contractor.

36.6 If, and to the extent, that Louisiana R.S. 914815 is applicable to this Contract and
its provisions con?ict with the provisions of this Article 36, such statute shall take precedence.
Notwithstanding the foregoing, the provisions of this Article 36 shall, if possible, be interpreted in a
manner which is consistent with such statute.

37. Use of Company?s First Aid Facilities

Company may have first aid facilities at the Site. Company shall have no obligation to
make such ?rst-aid facilities available to Contractor?s employees or any Subcontractors? employees. If
first?aid facilities are made available to Contractor?s or Subcontractors? employees, then, in
consideration for the use of such facilities and the receipt of such services, Contractor hereby agrees that
it will release, defend, indemnify and save harmless Company and Af?liates, their authorized
representatives, agents, and all of their of?cers and employees from and against any and all claims,
demands, or liabilities arising from the receipt of such services or the use of such facilities by
Contractor?s or Subcontractors? employees.

3 8. Site Conditions

38.1 Contractor shall have the sole responsibility of reviewing Site documentation and
personally conducting a Site inspection to determine the nature and location of Work and the general
and local conditions, and particularly, but Without limitation, with respect to the following: those
affecting safety, transportation, access, disposal, handling and storage of materials; availability and
quality of labor, water and electric power; availability and condition of roads; climate conditions, tides
and seasons; river hydrology and river stages, physical conditions at the Site and the project area as a
whole; topography and ground surface conditions; subsurface geology, and nature and quantity of
surface and subsurface materials to be encountered; equipment and facilities needed preliminary to and
during performance of the Work; and all other matters that can in any way affect performance of the
Work, or the cost associated with such performance. The failure of Contractor to acquaint itself with
any applicable condition will not relieve it from the responsibility for properly estimating either the
dif?culties or the costs of successfully performing the Work. The Contractor?s scope of Work under this
Contract will be deemed to include a strict obligation of Contractor to investigate fully the Site to
discover and take precautions against any conditions involving risks of personal injury. Contractor?s

 

Form B-Z Stand?Alone (Non-Nuclear) Page No. 27 Contract No. 10505216
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ENO-NOP8001359

execution of this Contract shall constitute a representation and warranty that it and its personnel
supplied hereunder are experienced in the performance of the Work, and are aware of the types of
personal injuries to which its personnel may be exposed.

38.2 Information prepared by Company is not intentionally deceptive, but may contain
inadvertent inaccuracies or omissions. Accordingly, information that may have been provided by
Company prior to execution of this Contract shall in no way relieve Contractor of its responsibilities
under this Contract. Contractor further states that the price and the schedule will be based on
Contractor?s independent investigations and knowledge and are not based on any representation of
Company.

38.3 Contractor shall and before such conditions are disturbed, notify
Company in writing of latent and unknown physical. conditions at the Site of any unusual nature,
differing materially from those ordinarily encountered and differing from those indicated during
Contractor?s investigations pursuant to Section 38.1 above. Company will, as as practicable,
investigate such conditions. If it is determined by Company that such conditions do materially differ
from conditions that should have been discovered in responsible investigations conducted by Contractor
pursuant to this Article 38, and cause an increase or decrease in Contractor?s cost of, or the time
required for, performance of any part of any Work under this Contract, whether or not said Work is
changed as a result of such conditions, a Change Order will be issued re?ecting the necessary schedule
extension or the increase over any ?xed price or cost limitation that is contained herein which increase
shall be solely for actual, direct costs incurred by Contractor due to the unforeseeable Site condition. No
claim of Contractor under this Article will be allowed unless Contractor has given the required written
notice and unless Contractor submits a written claim pursuant to Section 9.4 hereof.

39. [Not Used].
40. Testing
40.} Unless otherwise provided in the applicable Speci?cations, testing of materials or
any aspect of the Work shall be performed by Contractor at its expense and in accordance with the
Speci?cations. Should tests in addition to those required by the Speci?cations, if any, be desired,
Contractor will be advised in ample time to permit such testing. Such additional tests will be at
Company?s expense.
40.2 [Not Used].
41. [Not Used].
42. [Not Used].
43. [Not Used].
44. [Not Used].
45. [Not Used].
46. [Not Used].
47. Reports
47.1 With respect to the Work performed by Contractor or any Subcontractor,
Contractor shall provide Company with such records and reports, including safety reports, concerning
the Work as Company shall request. Upon request by Company or upon completion of the Work,

Contractor shall return any drawings incorporated into this Contract, after having indicated thereon all
changes to the originals to show the ?as-built? condition of the Work.

 

Form 13?2 Stand-Alone (Non?Nuclear) Page No. 28 Contract No. 10505216
Revised 06/28/16 2/16/2017 11:51 AM



47.2 Company may, from time to time, issue one or more requests to Contractor to
furnish to Company any or all of the following information: ?nancial statements (including, but not
limited to, balance sheets and income statements certi?ed as prepared in accordance with generally
accepted accounting principles), bank and trade references, Dun and Bradstreet Number, the legal form,
state of incorporation or organization and full legal name of all of Contractor?s parent companies, and
periodic updates to any or all of the foregoing information. Contractor, at its sole cost and expense, shall
comply with such requests.

48. Nonwaiver and Nonadmission

The failure of Company to insist upon or enforce, in any instance, strict performance by
Contractor of any of the terms of this Contract, or to exercise any rights herein conferred shall not be
construed as a waiver or relinquishment to any extent of its rights to assert or rely upon any such terms
or rights on any future occasion. This Contract shall not be construed as waivers of any rights of
Company relating to or arising in connection with defects in goods or services previously provided to
Company by Contractor or any of its predecessors.

49. Severability

If any clause or provision of this Contract is held by the courts to be illegal or void, the
vaiidity of the remaining portions and provisions shall not be affected, and the rights and obligations of
the parties shall be enforced as if this Contract did not contain such illegal or void clauses or provisions.
For Work performed in Louisiana, the indemnities in Subsection 13.3 (regarding employment related
claims), Subsection 14.7 (regarding infringement claims), Article 18 (?Property Insurance and Risk
Allocation?), Article 19 (?Release and indemnity?), and Article 38 (?Use of Company?s First Aid
Facilities?) shall not apply to the extent the loss or damage results from Company?s or an Af?liate?s
negligence or intentional act or omission or the negligence or intentional act or omission of a third party
over whom the Contractor has no control.

50. Governing Law

To the extent allowed by Law, the validity, interpretation and construction of this Contract
shall be governed in accordance with the Laws of the state in which the applicable Company?s Site for
which the Work being performed is located Without reference to that state?s principles of con?icts of
law. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL 
RESPECT TO ANY LITIGATION ARISING FROM, UNDER OR IN CONNECTION WITH
THIS CONTRACT.

51. Con?ict of Interest

Contractor represents that there is no con?ict of interest between its performance of this
Contract and its employment by others. In the event Contractor believes that there is presently any such
con?ict, or such con?ict arises during the performance of the Work pursuant to this Contract or any
extension thereof, it shall advise Company immediately and take all necessary action as may be required
by Company to reduce or eliminate the con?ict of interest.

52. [Not Used].
53. Announcements and Press Releases

Neither Contractor nor its Subcontractors shall (1) make any announcement or release any
information concerning Company, this Contract, or any part thereof to any member of the
public, press or any of?cial body, or (2) use any trademarks or servicemarks of Entergy Corporation or
the Af?liates, without Company?s prior written consent. Inquiries should be directed to the Entergy
Corporation?s Headquarters Communications Department.

 

Form 13-2 Stand-Alone (Non-Nuclear) Page No. 29 Contract No. 10505216
Revised 0628/16 2/16/20t7 11:51 AM

ENO-NOP8001361

54. Consequential Damages

UNDER NO CIRCUMSTANCES SHALL COMPANY OR AFFILIATES HAVE
ANY LIABILITY TO ANY OTHER PERSON OR ENTITY, INCLUDING, BUT NOT
LIMITED TO, CONTRACTOR AND SUBCONTRACTORS, THEIR EMPLOYEES, AGENTS
AND REPRESENTATIVES, FOR ANY CONSEQUENTIAL, INCIDENTAL, OR OTHER
INDIRECT LOSS OR DAMAGES, PUNITIVE, OR EXEMPLARY DAMAGES OR COSTS
HOWSOEVER CAUSED. Any limit of liability contained in any Amendment or Change Order to this
Contract, including any documents attached thereto, shall be null and void.

55. Headings

The headings in this Contract are for ease of reference only and shall not be used to
construe or interpret the provisions of this Contract.

56. Attorneys? Fees

Should it become necessary for Company or Af?liates to engage in legal proceedings for
the purpose of enforcing this Contract or for the purpose of recovering damages sustained by Company
or Af?liates due to Contractor?s breach of this Contract, Company or Af?liates shall be entitled to
reimbursement by Contractor for costs, attorneys? fees and any other reasonable expenses incurred in
connection with those legal proceedings.

57. Third?Party Bene?ciaries

Any Af?liate receiving the benefits of Work provided by Contractor, directly or indirectly,
shall be a third-party bene?ciary entitling such Af?liate to all warranties and indemnities as if the
Af?liate were Company as well as all rights normally accorded to a third party bene?ciary. Except for
such Af?liates, this Contract is solely for the bene?t of the Parties hereto, and no third party shall be
entitled to rely upon any provision hereof, claim any bene?t hereby or enforce any right hereunder,
except permitted successors and assigns.

58. Condition Precedent

If Contractor is the ?rst party to execute this Contract, Company?s acceptance of this
Contract is conditioned on Company?s review and execution of this Contract.

59. Counterparts, Signatures, and Originals

59.1 This Contract may be executed in multiple counterparts and by different parties on
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which, taken together, shall constitute but one and the same Contract. The parties agree that this
Contract and any Change Orders, or any other document issued against this Contract will be considered
signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature
shall be treated in all respects as having the same effect as an original signature.

59.2 Any original of this Contract, Change Order, or any other document issued against
this Contract, or document referenced by the foregoing may be photocopied and stored on computer
tapes and disks (the ?Imaged Document?). The Imaged Document, if introduced in printed format in its
original form in any judicial, arbitral, mediation, regulatory, or administrative proceeding, will be
admissible as between the Parties to the same extent and under the same conditions as other business
records originated and maintained in documentary form. Neither Party shall object to the admissibility
of the lmaged Document (or photocopies of the Imaged Document) on the basis that such were not
originated or maintained in documentary form, under a hearsay rule, a best evidence rule or other

 

evidentiary rule.
Form Stand?Alone (Non?Nuclear) Page No. 30 Contract No. 10505216
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ENO-NOPSOO1362

60. Survival

The provisions of this Contract that by their nature continue shall survive any expiration or
termination of this Contract, including but not limited to all obligations or rights that exist as a result of
an event or the failure of an event prior to or at the time of expiration or termination of this Contract,
and all con?dentiality and indemnity obligations.

61. [Not Used].
62. Entire Agreement

This Contract, including all Exhibits executed pursuant hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations, agreements, or understandings, written or oral, with respect to the subject
matter hereof. The various parts of this Contract are intended to be complementary; however, any
con?icts between the body of this Contract and the Exhibits attached hereto shali be resolved in favor of
the terms and ditions contained in the body of this Contract.

  

THU ONE AND XECUTED by the following duly authorized representatives of the parties:

 

 

   

?w me: Tanner A Guidroz 
TMQE lit?L (C: IFLL 1% Title chJ/?fw?f?fp??ar??r
Date: I 7 7%17) ,914/7 Date:

 

 

 

 

Form 33-2 Stand-Alone (Non?Nuclear) Page No. 3% Contract No. 10505216
Revised 06/28/16 2/16/2017 AM

ENO-NOP8001363

EXHIBIT 
TO
ENTERGY SYSTEMWIDE
CONSULTING, PROFESSIONAL, NONMANUAL SERVICES
STAND-ALONE CONTRACT

DATA SECURITY REQUIREMENTS

If applicable, Contractor agrees to comply with the following applicable special terms and conditions set
forth below, as well as all other applicable provisions of the Contract. If applicable, this Exhibit expands
and modi?es the following provisions of the Contract.

1. Article 1 (De?nitions) is amended to delete the de?nition of ?Law? and replace it with:

?Law? means all applicable laws including, without limitation the following: constitutional law,
civil law, common law, international law, equity, treaties, statutes, decrees, edicts, codes, orders,
judgments, rules, Privacy Laws, ordinances and regulations of any local, municipal, territorial,
provincial, federated, state, national or other duly constituted governmental authority or agency.

2. Article 1 (Definitions) is amended to delete the de?nition of ?Subcontractor(s)? and replace
it with:

?Subcontractor(s)? means any subcontractors, suppliers or materialmen providing services or
material, including any outsourced information technology service provider or hosting provider, to
Contractor for the purpose of completing the Work.

3. Article 1 (De?nitions) is further amended to add the following de?nitions:
?Personal Information? means:
A. First name or initial and last name along with any of the following:

1. social security number;

2. driver?s license number or state identi?cation card number;

3. account number, credit card number, or debit card number in combination with
any required security code, access code, or password that would permit access
to an individual?s ?nancial account;

medical information or vital record information;

biometric data (retina, iris image, ?ngerprints, etc);

government passport number;

health insurance identification number;

physical or mental health;

the provision of health care to the individual;

10 payment for the provision of health care to the individual;

11. mother maiden name; or

12. stock or other security certi?cate or account number.

wwaown

01'

B. Any other number or code or combination of numbers or codes, such as account
number, security code, access code, or password, that allows access to or use of an
individual?s ?nancial or credit account.

 

Form 13-2 Stand-Alone (Non-Nuclear) Exhibit E, Page No. 1 Contract No. 10505216
Revised 06/28/16 2116f20l7 11:51 AM

ENO-NOP8001364

01'

C. Usemame or email address in combination with a password or security question and
answer that would permit access to an online account.

Con?dential Information (as de?ned in Article 14) includes Personal Information.

?Privacy Laws? means various privacy and consumer protection rules, laws, regulations, and orders,
including any state and federal to which Company, the Af?liates, and Contractor may be subject.

4. Article 7 (Termination) is amended by adding the following to the end of Section 7.3:

Contractor shall comply with Company?s retention and destruction directions provided by
Company?s or Company?s Contract Manager. In addition to any rights that Company or an Af?liate
may have, upon expiration or termination of this Contract or termination for any reason, Contractor
shall, Within 10 calendar days, return all data belonging to Company or an Affiliate to the applicable
Contract Manager in any form reasonably requested by such Contract Manager. If Contract
Manager directs Contractor to dispose of data, Contractor shall do so in a secure manner by
shredding, pulverizing, or burning such data in paper form, and by erasing it or otherwise
destroying it such a manner renders it incapable of being decipherable, read, or reconstructed.

5. Section 14.1 (in the Use of Information article), is eliminated in its entirety and replaced
with the following:

i Con?dentiality.

a. Con?dentiality. All Speci?cations, drawings or other data, Software, materials or
other business or technical information, (collectively the ?Con?dential Information?) obtained by
Contractor, directly or indirectly, from Company or an Af?liate or developed or obtained by
Contractor (or others under its direction or supervision) in connection with the performance of this
Contract, shall be deemed con?dential information belonging to the applicable Company or
Af?liate. During the performance of the Work under this Contract and thereafter, Contractor shall
not use or otherwise disclose such Con?dential Information for any purpose (nor permit its use or
disclosure by others who are under Contractor?s supervision or direction) without the applicable
owner of such Con?dential Information having given its prior written consent, except to the
extent necessary in connection with the performance of the Work hereunder for the bene?t of the
party owning such Con?dential Information, or where such Con?dential Information was
publicly available, or Contractor otherwise demonstrates to the satisfaction of the applicable
owner of such Con?dential Information that such Con?dential Information was either actually
known to Contractor prior to this Contract, or was independently and properly obtained or
developed by Contractor apart from this Contract or any connection with Company or Af?liates
(directly or indirectly) and without breach of any con?dential relationships. Notwithstanding
anything to the contrary contained herein, neither Contractor nor its Subcontractors or the
employees of either of them shall be restricted from providing Con?dential Information to judicial
or regulatory bodies to the extent required by Law or from providing safety or other information to
the Nuclear Regulatory Commission (NRC) on matters within the regulatory responsibility;
provided, however, that Contractor, to the extent reasonably practical, shall give maximum advance
notice of such disclosure requirement and shall cooperate with the owner of such Con?dential
Information in seeking to oppose, minimize or obtain con?dential treatment of the Con?dential
Information ordered or required to be disclosed, in each case to the extent reasonably practical.
Contractor shall not, without the prior written consent of Company or Af?liate as appropriate, take
any photographs, video or other recordings of Company?s or Af?liates? property. Upon expiration

 

Form Stand?Alone (Non?Nuclear) Exhibit E, Page No. 2 Contract No. 10505216
Revised 06/28/16 2/16/20i7 11:51 AM

ENO-NOP8001365

or termination of this Contract, if Company so requests, Contractor shall timely return all
Con?dential Information to the Company in a format reasonably requested by Company or, at
Company?s request, certify the destruction thereof.

b. Data Security.

1. Information Security Program. Contractor shall have implemented and
shall maintain appropriate operational, technical, and organizational measures to protect
Con?dential Information, whether in paper, electronic, or other form, against accidental,
unauthorized, or unlawful access, disclosure, or alteration during its collection, storage, access,
transmission, transportation, and destruction (?Information Security Program?). Such program shall
include, but not be limited to of Con?dential Information both at rest and in transit,
redaction, secure user authentication protocols, up-to-date ?rewall protection, physical safeguards,
training, prohibition on saving Con?dential Information on thumb drives, disaster~recovery and
business?continuity plans, means to ensure integrity of and accessibility to Con?dential
Information, and any other necessary controls. Contractor shall designate one or more employees to
maintain the Information Security Program.

2. Monitoring Testing the Information Security Program. Contractor shall
regularly test (at least annually) or otherwise monitor the effectiveness of the Information Security
Program. Contractor periodically shall identify reasonably foreseeable internal and external risks to
the security, con?dentiality, and integrity of Con?dential Information, and ensure that there are
safeguards in place to control those risks. Contractor shall monitor and ensure that all Contractor
personnel are compliant with the Information Security Program. Contractor shall review the
Information Security Program at least annually or whenever there is a material change in its
business practices or Laws that may reasonably impact the Information Security Program.

3. Policies related to the Information Security Program. Contractor shall
implement policies related to collection, storage, access, transmission, transportation, and
destruction of Con?dential Information, including appropriate monitoring to ensure compliance
with such policies and Laws as part of its Information Security Program.

4. Personnel. Contractor shall conduct appropriate background investigations
of Contractor personnel (?Personnel?). No Personnel shall be given access to Con?dential
Information until such investigation is complete and the results are acceptable given the nature of
the Con?dential Information to which such Contractor Personnel shall be exposed. Contractor shall
conduct reasonable privacy and information security training, as appropriate, for Personnel who will
have access to Con?dential Information. Contractor shall require any Personnel who process or
access Con?dential Information to sign, and annually af?rm in writing, an enforceable
con?dentiality agreement that includes requirements to keep the Con?dential Information
confidential, if required by Company. Contractor?s policies shall impose disciplinary measures for
violations of the foregoing. Contractor shall prevent terminated employees from accessing
Con?dential Information immediately upon termination. Contractor shall not give temporary
employees access to files that contain Con?dential Information.

5. Notice of a Data Security Incident. Contractor shall notify Company
immediately in the event of an actual or suspected unauthorized access to or alteration of
Con?dential Information, regardless of the form in which the data is kept or the nature of the
unauthorized access or alteration (?Incident?). Access and alteration are considered unauthorized
when made for any purpose other than the direct performance of Work hereunder.

0. Special Provisions for Personal Information. If Contractor will have access to
Personal Information, the following provisions will apply.

 

Form Stand-Alone (Non?Nuclear) Exhibit E, Page No. 3 Contract No. 10505216
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ENO-NOP8001366

1. Compliance with Privacy Laws. Contractor acknowledges that the data to
which it will have access pursuant to this Contract may contain Personal Information, the use of and
access to which is subject to Privacy Laws. Contractor agrees to abide strictly by all such Privacy
Laws pertaining to Personal Information, as they are promulgated and applied, currently and in the
future, and to implement appropriate mechanisms to comply therewith as part of its Information
Security Program. Furthermore, Contractor shall execute any and all agreements, notices, consents,
and other documents necessary for Company?s and Contractor?s compliance with any Privacy
Laws. If Contractor?s use (whether directly or indirectly) of Personal Information is contrary to any
Privacy Law or any of the restrictions set forth in this Contract, Company shall have the right to
terminate this Contract, and pursue any other legal and equitable remedies.

2. Personal Information Incident. While Contractor shall notify Company of
an Incident implicating Personal Information, Contractor shall not notify individuals whose
Personal Information was the subject of an Incident unless required to do so by applicable Law or
unless and until directed to do so by Company. Contractor shall document any responsive action
taken in connection with the Incident, and mandatory post?Incident review of events and actions
taken, if any, relating to protection of Personal Information.

3. Liability in Connection with an Incident. Notwithstanding any other
provision of this Contract, and in addition to its indemni?cation obligations, Contractor shall
reimburse Company on demand for reasonable and customary out-of-pocket costs and expenses
incurred by them to the extent attributable to any Incident or other violation of Contractor?s duties
hereunder with respect to safekeeping of Personal Information consisting of the following costs and
expenses associated with addressing and responding thereto, if directed to do so by Company: 
preparation and mailing or other transmission of legally required noti?cations or noti?cations
otherwise to be sent at Company?s discretion; (ii) preparation and mailing or other transmission of
communications to employees, customers, agents, or others affected by the Incident that are
required by law, required or recommended by a governmental authority, or sent at Company?s
discretion; establishment and maintenance of a call center or other communications protocols in
response to such violation Company service FAQs, talking points, and training); (iv)
reasonable legal and accounting fees and expenses associated with the investigation of and response
to the Incident; costs for commercially reasonable credit?reporting and identity?theft services for
individuals whose Personal information is affected by the Incident for a minimum of 12 months or
such longer time as required by Law, required or recommended by a governmental authority, or as
directed by Company as a reasonable mechanism for mitigating the Incident; (vi) costs associated
with credit freezes for individuals whose Personal Information was affected by the Incident; and
(vii) all ?nes, penalties, and interest imposed by any governmental authority.

6. Article 15 (Contractor-Provided Insurance) is modi?ed as follows:
Section 15.1(i) is renumbered to be Section 
Insert new Section 15 as follows:

15.1(t) Data Security Insurance Coverage, insuring Security and Privacy Liability as well
as Data Breach Costs (including noti?cation expenses and event management
costs) with liability limits of $1 million per event.

7. Article 24 (Audit) is amended to include the following new Sections 24.3 and 24.4:
24.3 Contractor shall, during the performance of the Work under this Contract,

and for at least 4 years thereafter, keep and maintain complete and accurate records of all
operational, technical, and security tests, background checks, employee and vendor con?dentiality

 

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agreements, security audit results and other organizational measures and mechanisms employed to
protect Personal Information against accidental or unlawful destruction, alteration, unauthorized
disclosure or access. Such records shall be made available at the Contractor?s facility in the United
States for veri?cation, copying, audit and inspection by Company or its representatives, including
Companywauthorized third-party auditors. Any such audit shall be at the Company?s expense and
conducted during Contractor?s normal working hours; provided, however, that Contractor shall
provide reasonable assistance necessary to enable Company to conduct such audit, and shall not be
entitled to charge Company for any such assistance. Contractor shall include the necessary
provisions in its agreements with Subcontractors that shall assure access by Company?s employees
and representatives to Subcontractor?s applicable records. At Company?s request, Contractor shall
demonstrate the adequacy and validity of all mechanisms in place to implement compliance with
Privacy Laws.

24.4 Service Organization Control Reporting Obligations.

24.4.2 The Report. Contractor shall each calendar year during its
performance of the Work under this Contract, commencing with the year in which this Contract is
e??ective, deliver to Company a Service Organization Control 2 Type II report
(?Report?). The Report shall be prepared in accordance with attestation standards established by the
American Institute of Certi?ed Public Accountants. The Report must be comprehensive and cover
ali services provided to Entergy Corporation or any of its Af?liates in connection with the Work
during the period specified in the Report (?Period?).

24.4.3 Bridge Letter. If the Report does not cover the entire period of
January i December 31 of a given year, then Contractor must provide to Company a letter to
encompass the missing period of time, stating that since Contractor submitted its most-recent
Report, there have been no signi?cant or material changes to Contractor?s or a Subcontractor?s
procedures, people, software, data, and infrastructure (the ?System?) and that management is
unaware of any design or operational control de?ciencies during this interim period (?Bridge
Letter?). Such Bridge Letter shall be provided to Company no later than January 15 of the following
year.

24.4.4 Subcontractors. The Report will identify all Subcontractors and
describe with speci?city their role in the System. Contractor shall, upon request, provide a Report
for its Subcontractors. Contractor shall review Subcontractor?s Report(s) or equivalent independent
testing results, and notify Company of any signi?cant exception(s), material objective(s) not met, or
quali?ed opinion.

24.4.5 Misc. Notwithstanding the foregoing, Contactor shall provide
information on its data-security practices upon request.

24.4.6 Changes to the System.

a. Contractor expressly agrees that prior to, or at the time of any
significant or material change to Contractor?s or a Subcontractor?s System, that would or might
impact the Work it provides hereunder, or that would, or might, have a signi?cant or material effect
on the System?s risk mitigation or upon the integrity of Entergy Corporation or its Af?liates?
?nancial reporting or disclosures, it shall provide timely Company written notice, and include full
details of the change, so as to enable Company to review the change and evaluate its impact on its
internal controls and ?nancial reporting. Contractor shall, in such an event, timely provide

 

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additional information and access to the System for testing purposes by Company and its external
auditors.

Changes which, in Company?s reasonable judgment would reduce
the probability that an independent third-party auditor would be willing to issue an opinion, and any
failure of Contractor to perform any of the obligations set forth in this Section fully shall constitute
a default. Such a default shall entitle Company, at its option, to terminate this Contract or any other
agreement incorporating it. It is expressly agreed and acknowledged that Company?s delay in
exercising its right of termination shall not constitute a waiver of any rights that Company may
have, or give rise to any defense of laches, estoppel or any iike defense. In the event that Company
elects to so terminate, Company shall have the right to exercise the rights and remedies in this
Contract, any agreement incorporating this Contract or its terms and any other rights and remedies it
may have at law or in equity.

8. Article 32 (Force Majeure) is amended by adding the following to the end of Section 32.1:

A strike, lockout or labor dispute involving personnel and any Incident caused by Contractor?s
failure to perform its obligations hereunder, or Contractor?s failure to perform any obligations
arising as a result of or in connection with the occurrence of an Incident shall not be considered a
Force Majeure event. In addition, the refusal of personnel to enter a facility that is the subject of a
labor dispute shall excuse Contractor from its obligations hereunder only if and to the extent such
refusal is based upon a clear and present danger of physical harm.

 

Form B-2 Stand-Alone Exhibit E, Page No. 6 Contract No. 10505216
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