ENTERGY NEW ORLEANS, INC.
O. Box 61000
New Orleans, LA 70161
Attn.: Supply Chain Contracts, 

Contract Number: 10493570
Effective Date: August 15, 2016

ENTERGY TRAINING, CONSULTING OR PROFESSIONAL SERVICES
STAND-ALONE CONTRACT

THIS CONTRACT is between Entergy New Orleans, Inc. (?Owner?) and BRIGHT MOMENTS LLC
(?Contractor?). Contractor?s commencement of performance of services or acceptance of any payments
hereunder in advance of Contractor?s execution hereof shali constitute acceptance of all terms set forth
herein.

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

1. De?nitions. The words and terms speci?ed in this Section, 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:

1.1 ?Af?liate? means Entergy Corporation, any corporation, company, partnership or
other entity in the United States which Entergy Corporation now or hereafter owns or controls, directly or
indirectly (?Af?liated Company?), any joint venture in which Entergy Corporation or an Af?liated
Company owns ?fty 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 M?liated Company, or joint venture as described in unmediately
preceding, and any successor in interest to through above.

1.2 ?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. 26-52-
519(a) and 

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

1.4 ?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 Owner, including, but not limited to, sales taxes paid (or which should
have been paid) to Contractor?s or Subcontractors? vendors, or use taxes self?accrued 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

 

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been incorporated) in lump sum fixed price contract prices set forth herein. 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 Owner 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 shall be excluded from Contractor Taxes.

1.5 ?Law? means the 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.

1.6 ?Mississippi Contractor?s Tax? means the tax levied by Miss. Ann. Code 2765-21 and
Rule 41.

1.7 ?Related Documentation? means, with respect to Software, all materials, documentation,
Specifications, technical manuals, user manuals, ?ow diagrams, ?le descriptions and other written
information that describes the function and use of such Software.

1.8 ?Site(s)? means the locations where the Work is to be performed, as designated in this
Contract.

1.9 ?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, mcluding 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.

1.10 ?Specifications? means all technical or other detailed requirements and any description of
required services, maintenance, repair, modification, or other services required by the Owner as set forth
in this Contract.

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

1.12 ?Work? means each and every element of the services, maintenance, repair, modification,
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 to be the responsibility of the Owner in this Contract.

2. Terms. Contractor agrees to perform and complete the Work as described below for the amount of
money and in accordance with Owner's schedule described below.

3. Description and Schedule of Work. Contractor shall perform and complete the Work or jobs in
accordance with Owner?s Specifications or standards.

 

Contractor shall provide all tools, materials, labor, and supervision necessary to complete the following:

This proposal covers a media relations, social media and community outreach program, developed by
Bright Moments LLC and The Ehrhardt Group, Inc. (Consultants) that sustains and helps build positive
awareness for Entergy New Orleans, Inc. (Client) in its quest for approval to build the New Orleans

 

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Power Station at its existing Michoud site in eastern New Orleans. Consultants will provide strategic
communications, news media, public relations, social media and community outreach services to the
Client. Services will include but not be limited to the development of communication and community
outreach objectives, messages and messaging programs, FAQs and responses, strategies, tactics, media
relations, social media, identi?cation of key media outlets, and other communications and community
outreach-related services as may be required to help the Client achieve its objectives.

The Consultants will utilize approved messaging and methods of communications and community
outreach to build, sustain and deliver credible messages to intended audiences. The consultants will work
with the Client's local corporate leaders, consuitants and other members of the team to create and execute
effective communication and community outreach strategies to ful?ll these agreed upon objectives:

1. Create positive awareness of the Entergy New Orleans proposai based on increased energy
reliability, affordability to customers and reaiization of economic bene?ts including increased revenues
and jobs.

2. Position the project as a vital piece of the new infrastructure that has been added to New Orieans
since Katrina so that the city can withstand another serious storm or hurricane without major interruption
to daily life.

3. Remind the public, from leadership to citizenry, of the important role of Entergy New Orleans in
the economic and civic life of the entire region.

Work will start on or about August 15, 2016 and shalt be entirely completed on or before December 31,
2017. Time is an essential element of this Contract. Contractor?s Work shall be undertaken in full
cooperation with the Owner and with the least?possible interference with the continuity and efficiency of
other activities being conducted at the Site. Should any provision of any document provided by
Contractor and attached to this Contract be in con?ict with any of the provisions of the main body of this
Contract, such provision of such Contractor-provided document will be null and void.

 

4. Compensation. For the satisfactory performance of work Contractor shall be compensated the sum of

5. Representatives and Claims Noti?cations.

5.1 The following representatives are designated by Owner and Contractor respectively, for

communications and liaison relative to this Contract:

 

 

 

 

 

 

 

 

 

 

 

Owner?s Contract Manager: Contractor?s Project Manager:
Name: Charles Rice Name Bill Rouselle
Company: Entergy New Orleans, inc. Company: BRIGHT MOMENTS LLC
Address: Address: 2249 Oretha Castle Haley 
New Orleans, LA 70113
Phone: 504?670?3620 Phone: 504?592?1 800
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 Owner.

 

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5.3 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 or
deposited in the mail properly stamped with the required postage and addressed to the last-known office
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 Owner?s Contract Manager in writing of any
Claims or accidents or injuries to persons or property in connection with Work hereunder and shall
provide Owner prompt and free access to accident reports or claim investigations as requested by Owner.
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 Owner 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 obiigations to Owner and at} events that in the light of reasonable experience may give rise to a
claim mcluded in the above categories.

6. Invoicing and Payment and Taxes.

6.1 For the satisfactory performance of Work, Owner agrees to pay Contractor the
compensation due for the Work specified above upon the later of acceptance of the Work by Owner or
(ii) forty??ve (45) days from Owner?s receipt of Contractor?s properly prepared invoice for the completed
Work subject to the Owner?s right to withhold those portions of the charges set forth therein that the
Owner may contest in good faith, and other applicable provisions hereof. 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 receipt by Owner 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 Owner in connection with the Work
performed. Ml invoices submitted by Contractor shall be in the form and supported by such documentation
as Owner may reasonably require. Any money due Contractor under this or other contracts between the
parties shall be adjusted for amounts inappropriately invoiced, whether discovered prior or subsequent to
payment by Owner. For all Work. performed on tune and material, unit price, or cost reimbursable basis,
Contractor shall keep complete books or records and. receipts of expenses to support charges billed.
Overtime may be required in order to complete a specific portion of the Work or to carry out the Work
effectively. If this is a fixed-price or iump?sum Contract, such overtime shall be deemed to be included as
part of the fixed-price or lump-sum stated. In other cases, prior to scheduling any overtime, the written
approval of the Contract Manager is required. Owner shall not pay the Contractor or its employees for
non-performance time, vacation time, sick time, holidays or other leave time authorized by the
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?specific rules and regulations. The Contractor?s hoh'days shall be consistent with the holiday
schedule at the Site for which Work is being performed, unless otherwise specified.

6.2 Notwithstanding anything to the contrary in this Contract, in no event shall mark?ups or
amounts in excess of any reimbursable expense or cost be charged or billed by Contractor, nor shall
Owner or any Af?liate be hable for payment of same. In the event that this Contract provides for
reimbursement of any Contractor expenses or costs, reimbursement shall be limited to the actual,
reasonable amount expended or paid by Contractor and reimbursement for such expenses, in the
aggregate, shall not, without express, written approval, exceed 15% of the amount of any lump-sum

 

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speci?ed to be paid hereunder for performance of the Work. in the case of a time and materials
compensation basis, reimbursement, in the aggregate, shall not exceed 15% of the time charges.

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

6.4 Taxes.

6.4.1 Owner shall be responsible for all applicable sales, use, gross receipts and similar
taxes levied on items sold pursuant to this Contract, provided, however, Owner shall not be responsible
for Contractor Taxes except as provided in Section 6.4.2, and Owner shall not be responsible for any
sales, use, gross receipts or similar taxes for which Owner, in its sole discretion, asserts any available
exemption or exclusion from such taxes. Contractor shall cooperate with Owner and diligently prosecute
any exemption or exclusion (including, if applicable, a request for refund) asserted by Owner, in Owner?s
sole discretion, from any sales, use, gross receipts or similar taxes on any item furnished in connection
with the Work.

6.4.2 If Contractor bills Owner for Mississippi Contractor?s Tax and Owner has not
asserted any available exemption, exclusion or lower applicable rate of such Mississippi Contractor?s
Tax, Owner shall reimburse Contractor for such Mississippi Contractor?s Tax if Contractor shall state
such taxes as a separate line item on its invoice to Owner at the time of the performance of the Work. lf
Contractor does not state Mississippi Contractor?s Tax as a separate line item on its invoice to Owner at
the time of the performance of the Work, Owner shall be relieved of any obligation to pay or reimburse
Contractor for Mississippi Contractor?s Tax. For the avoidance of doubt, Owner shall not be responsible
for Mississippi Contractor?s Tax not billed to Owner 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.

6.4.3 Other than for lump sum fixed price Work, Contractor shall separately state the
price of materials and labor on its invoice.

6.4.4 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 certificate or other applicable documentation to Contractor?s vendors and Subcontractors.

6.4.5 Contractor will indemnify, defend and hold the Owner and Affiliates harmless
from taxes, penalties or interest for Contractor Taxes.

6.4.6 Prior to payment of any subsequently assessed sales, use, gross receipts or similar
taxes for which Contractor is entitled to reimbursement pursuant to this Section 6.4, Contractor shall give
Owner 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 Owner 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 Owner with the written notice contemplated by this
Section 6.4.6 in time to allow Owner to challenge such taxes without being prejudiced thereby, Owner
shall be relieved of its obligation to reimburse Contractor for such taxes. For the avoidance of doubt,
Owner 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.

 

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7. Termination. Owner reserves the right to terminate this Contract, at any time, and for any or no
reason, upon prior written notice to Contractor. in such event, Work in process and information developed
for Owner by Contractor prior to termination shall be delivered to Owner. In the event Work is terminated
in accordance with this Section, Owner shall pay 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 fixed-price Work, the percentage of any lump-sum or fixed-price which
represents the percentage of the Work satisfactorily completed by Contractor, for direct costs that
Contractor incurs in terminating Work under the Contract, provided those costs (1) were authorized in
advance by Owner, and (2) are properly supported by tunesheets, invoices and the l?re. Owner?s sole
liability to Contractor for termination is contained in this Section and Owner shall not be liable for any
costs, cla'nns, damages or liabilities whatsoever of Contractor or its Subcontractors, includmg, 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.

8. Suspension. Owner may suspend, at any time and for any reason, all or any of the Work upon prior
written notice to Contractor and Contractor shall comply and shall not place further orders or
subcontracts for material, services or facilities unless required to do so in the suspension notice from Owner.
Owner may, at any time, authorize Contractor to resume any part of the suspended Work and Contractor
shall then do so. Within ten (10) days from a subsequent written notice from Owner to Contractor
to resume the suspended Work, Contractor shall submit a written invoice to Owner setting forth any actual
and reasonable increases in Contractor's costs resulting solely from the Owner's suspension, and Owner
shall reimburse Contractor for such costs, subject to Owner's right to contest in good faith the accuracy of
the costs. Owner?s sole liability to Contractor for suspension shall be determined in accordance with this
Section 8, and Owner 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
Section 8 to protect Owner from liability to Subcontractors for suspended Work.

9. Risk of Loss and Use. In the event Owner provides Contractor with materials, tools or equipment,
Contractor will make a full and complete accounting to Owner of the disposition of ali such items issued
and delivered to Contractor by Owner. Contractor will be responsible (at full replacement cost) for the loss
or destruction of any materials, tools or equipment in its possession during the period of contract
performance and for Work in process until the Work is accepted in its entirety by Owner. Upon completion
of the Work, Contractor shall return any such property to Owner in the condition in which it was received,
except as repaired or modified in the performance of the Work. Any or all such materials, tools or
equipment are furnished on an WHERE iS, basis and Contractor shall be solely responsible for
assuring itself of the safety and suitability of such equipment prior to use and shall indemnify, hold harmless
and defend Owner, its employees, agents and Affiliates against any claims or damages arising from such use
by Contractor.

10. Amendments and Minor Changes. The Contract Manager shall have the authority to order,
orally or in writing, minor changes in the scope of Work contained in this Contract, provided the change
does not affect the compensation, cost or schedule of performance. The Contractor shall carry out such
directions Except for the foregoing, no waiver, addition, deletion, or modification of any
provision contained in this Contract shall be binding unless in writing and signed by duly-authorized
representatives of both parties.

 

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11. Warranty.

11.1 The 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, 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 the Owner, 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 Law, shall perform all Work in good faith, and with due
diligence and Competence, and fully comprehends the requirements and contingencies for performing
Work.

11.2 The Contractor warrants that it will perform the Work provided for in this Contract in
conformance 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.
The Contractor further warrants that the Work performed hereunder will be of the kind and quality
described in this Contract and will be free of defects in design (except where the Owner has furnished the
design), title, workmanship, and materials. Contractor warrants that any equipment or goods supplied
hereunder shall be new unless otherwise speci?ed hi 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.

11.3 Without limiting the rights that Owner 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
deficiencies for one year from the date of completion or acceptance of all Work, whichever occurs last. If
Owner discovers any defect or deficiency during this warranty period, and Owner has notified Contractor
of the defect or deficiency within a reasonable period of time after the end of the warranty period,
Contractor, at its sole cost and expense, shall at Owner?s option repair or replace the defect or
deficiency (including all other labor, materials and other Work necessarily incidental to effecting such
correction of the defect or deficiency). Any Work provided under this Section to correct any defect or
deficiency shall be warranted on the same basis as provided in this Section for the longer of the
balance of the one-year warranty period or six months from the date of completion or acceptance,
whichever occurs last, of the repair or replacement. In addition, 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 Owner. If any warranty cannot be assigned to the applicable Owner, Contractor
shall use its best efforts to make that warranty availabie for the applicable Owner?s benefit. Contractor
shall deliver a copy of each written warranty that may be applicable to Owner. Contractor shall perform
such tests as the Owner may reasonably require to verify that corrective rework complies with the original
warranty. Should Contractor fail to remedy nonconformities in accordance with this Section, the
Owner, in addition to other available remedies at law or in equity, may perform such remedial work at
Contractor?s sole expense.

11.4 All Work must be thoroughly inspected by Contractor, and the Owner shaii 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 the Contractor or authorized Subcontractors at the
Contractor?s, Subcontractors? or Owners? facilities without charge by Contractor. Neither the failure to
make such inspections nor the approval of Work being performed shall relieve the Contractor of its
responsibilities under this Contract.

 

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12. Independent Contractor.

12.1 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 Owner or any of its Affiliates. While Contractor?s services shall meet with
the approval. of Owner, Owner 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. The Owner shall have the right, but not the duty, to review the
quali?cations of Contractor?s personnel and to disapprove unqualified personnel before assignment to
perform Work hereunder. Nothing in this section shall be construed as precluding the Owner from raising
the ?Statutory Employer? defense, if applicable, to any suit filed against the Owner by an employee of the
Contractor or any Subcontractor. Further, notwithstanding anything this Subsection to the contrary, the
parties mutually agree that it is their intention to recognize the Owner as the statutory employer of the
Contractor?s and Subcontractors? employees, whether direct employees or statutory employees of the
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. Contractor warrants and represents that it will not use any retiree of Company, Affiliates, or
Users to perform any portion of the Work, as an employee, Subcontractor (including as a l099 worker) or
in any other capacity, if the individual has not been retired from Company, Affiliates, or Users for at least
six consecutive months prior to performing services for Contractor.

12.2 Notwithstanding anything in this Contract to the contrary, Contractor, and not Owner or
any Affiliate, 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 6.4; 
providing all pension and welfare benefits and other employment-related 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 profit-sharing benefits; and all other legal and
labor requirements regarding Contractor personnel. Contractor shall indemnify and hold harmless Owner
and its past, present and future Af?liatesits past, present and future officers,
directors, employees, plan fiduciaries, shareholders, and agents with respect to any claims, loss, expenses
(including attorneys? fees and court costs), liability and damage, and 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 Owner or Af?hate; (2) that any one or all are entitled to benefits from
Owner or any Affiliates, including, without limitation, benefit 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.

13. Laws, Proiect Rules and Licenses

13.1 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 and security rules, procedures and

 

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programs. Contractors and Subcontractors with access to the Owner?s or Affiliates network shall also be
required to abide by the then?current communications policies to which Owner subscribes, and which are
available upon request. Owner may require Contractor, Subcontractor, and some or all of their employees
to execute a con?dentiality agreement related to the enforcement of the Entergy Communications
Systems Policy; provided however, that failure of the Owner to require the execution of such
con?dentiality agreement shall not relieve the Contractor and Subcontractor from liability for failure to
adhere to such policy. Contractor and its Subcontractors, if any, shall observe and comply with all such
applicable Site health, safety and security rules, procedures and programs, and shall abide by all. Law and
the terms of any permit required for, or relating to, the Work to be rendered pursuant to this Contract.
Contractor shall indemnify, defend and hold harmless Owner and its 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 or programs or the provisions of this Section 13.

13.2 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. Contractor shall
protect the health and safety of Contractor?s, Subcontractor?s and Owner?s employees, the public, and
other third parties from any danger associated with the Work. All tools, equipment, facilities and other
items used by the Contractor and its practices employed to accomplish the Work are considered part of
the working environment. No representation or warranty is made by Owner or its Affiliates that
applicable Site health, safety, quality or security rules, procedures and programs are complete or adequate
to protect any person from danger. To the contrary, it is incumbent upon the Contractor to assess the risks
of its operations and develop safety procedures accordingly. Contractor?s obligations under Section 13
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 employees 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 and security rules, procedures and programs as are made by Owner. Contractor
agrees to adopt whatever methods, procedures and precautions are necessary to comply with the
provisions of this Section 13 and shall not rely entirely upon Owner rules, procedures or programs to
accomplish the goals and requirements of such Section. Owner may modify or replace, at any tnne, the
Site health, safety, quality 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. Contractor shall furnish Owner with written notice of Contractor?s individual who is
responsible for supervising Contractor?s safety program and related record?keeping. If required by this
Contract, Contractor shall employ a full?time, on?site qualified safety representative.

13.3 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 shall take all precautions that are necessary and
adequate to guard against any conditions that involve a risk of bodily harm or property damage.
Contractor will only employ Competent, skilled employees and Subcontractors who are knowledgeable of
dangers involved in the Work. Contractor shall continuously inspect all Work, materials and equipment to
discover and determine any such conditions and shall be solely responsible for identification and
correction of any such conditions. Contractor shall notify the Owner immediately of any accident or
injury. Contractor shall provide the Owner a complete copy of all accident reports and access to any
accident investigations or descriptions.

 

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13.4 The Contractor shall not permit or suffer the introduction or use of intoxicating liquor,
beverages, drugs or the possession of firearms, explosives, or weapons or any other contraband upon
Work or Sites, or upon any location owned, leased or controlled by Owner.

13.5 It is incumbent upon Contractor, Subcontractors, and their personnel, to perform all tasks
with safety as its highest priority. To this end, when non?English speaking personnel are employed or
present on the Site, it is the Contractor?s obligation and responsibility to ensure that all personnel
understand all work area signage, emergency announcements via public address systems, Owner radios,
cell and land?based phones, computer and personal communications, as well as safety training
information, including but not limited to videotaped recordings provided by Owner or its Affiliates to the
Contractor and that all non-English speaking personnel are capable of notifying others of safety hazards
encountered or created in the workplace or Site. Supervision by an individual capable of translating shall.
be used to ensure that all signs, announcements or notifications can be translated immediately, providing
for effective and safe work-rule enforcement. Should there be multiple non-English speaking crews, a
translator is required for each crew. In the event the translator leaves a work site where the Work is being
performed by non-English speaking personnel, the Work being performed shall stop and the non?English
speaking personnel shall vacate the work site areas until they have a translator. Manpower charges to
Owner shall cease for the time period the non-English speaking personnel are without a translator.

13.6 Contractor acknowledges that compliance with the provisions of Sections 13 is of the
highest importance. Any breach of this Section shall constitute a substantial and material breach of this
Contract entitling Owner, to exercise the rights and remedies speci?ed in this Contract and any other
rights and remedies under applicable Law or equity.

13.7 Contractor shall comply with all applicable Law. Without limiting the foregoing, unless
this Contract is exempt from Executive Order il246, under the rules and regulations of the Secretary of
Labor (41 C.F.R. 60), the Contractor agrees that during the performance of this Contract, it will fully
comply with the provisions of the equal opportunity clause as set forth in Section 202 of Executive Order
11246 and 41 C.F.R. which provisions are hereby incorporated by reference and made a
part of this Contract. During the performance of this Contract, 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, 41 OER. 60-741, e_t seq, and the Vietnam Era Veterans Readjustment Act
of l974, as amended, and applicable regulations, 41 CPR. 60-250, e_t which are hereby
incorporated by reference and made a part of this Contract. The Contractor certifies 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 prohibiting discrimination against quali?ed protected veterans
and requiring affirmative action by covered prime contractors and subcontractors to employ and
advance in employment quali?ed protected veterans. Contractor and Subcontractors shall abide by
the requirements of 41 CFR prohibiting discrimination against quali?ed individuals on
the basis of disability and requiring affirmative action by covered prime contractors and
subcontractors to employ and advance in employment quali?ed individuals with disabilities. The
Contractor further agrees that to the extent applicable, including but not limited to, the purposes of
promoting small and small disadvantaged businesses, the Contractor will fully comply with the
requirements of the Small Business Act, 15 U.S.C. Section 631, e_t seq, and the Of?ce of Procurement
Policy Act, 41 U.S.C. Section 423, e_t EL: as implemented in the Federal Acquisition Regulations found
at 48 C.F.R. Part 1, e_t seq, all of which are hereby incorporated by reference and made part of this
Contract. Contractor shall provide Owner with information, as requested by Owner or its Affiliates, to
support any reporting that Owner must make pursuant to legal requirements, including information that

 

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Owner or its Affiliates need or otherwise request in order to comply with reporting requirements of 48
CPR. 53.219 concerning small, small disadvantaged, and women?owned small businesses.
Notwithstanding the foregoing, Contractor shall comply with the regulations identi?ed in 48 C.F.R.
52.244?6, all of which is 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.

13.8 Contractor and all Subcontractors shall procure at their own expense all necessary
municipal and other governmental permits, licenses and mspections in connection with Contractor?s and
Subcontractors? Work performed under this Contract, including, but limited. to, applicable sales, use,
gross receipts and snnilar tax permits. When required by Law or Owner, Contractor warrants that it wit}.
hold and will maintain current throughout this Contract, a Certi?cate of License issued by the Contractors
Licensing Board of Arkansas if. performing Work n1 Arkansas, a Certificate of Responsibility issued by
the Mississippi Board of Contractors if performing Work in Mississippi, a license issued by the Louisiana
State Licensing Board for Contractors if performing Work Louisiana, any license required under Texas
law if performing Work in Texas, or simiiar licenses from other states that are recognized and accepted
by, if applicable, such Arkansas, Louisiana and Mississippi and Texas Boards. Contractor warrants that
such license numbers were furnished to the Owner and were accurateiy printed on the exterior of
Contractor?s bid for the Work. Contractor will verify, and represents to Owner that ail Subcontractors
approved by the Owner are duly?licensed.

13.9 With respect to the Work performed by Contractor or any Subcontractor, Contractor shall
provide the Owner with such records and reports, including safety reports, concerning the Work as the
Owner shall request.

13.10 Whenever requested to do so by the Contract Manager, Contractor shall immediately
remove from the Sites, any empioyee of Contractor, any Subcontractor or any employee of Subcontractor
performing Work. Contractor shall. not allow such employee whom Owner or any Affiliate have requested
be removed, back on the Site or on any of Owner?s or Affiliates Sites or facilities without the prior written
consent of the Owner. CONTRACTOR HEREBY RELEASES, FOREVER DISCHARGES AND
HOLDS HARMLESS OWNER AND ITS AFFILIATES FROM ANY COSTS, CLAIMS, LOSSES,
AND DAMAGES OF ANY KIND WHATSOEVER BASED UPON NEGLIGENCE (ACTIVE OR
PASSIVE) DEFAMATION, WRONGFUL DISCHARGE OR OTHERWISE WHICH
CONTRACTOR, OWNER OR AFFILIATES MAY PAY, SUFFER, OR INCUR AS THE
RESULT OF ANY SUCH REMOVAL.

13.1} Owner may, from time to time, issue one or more requests to Contractor to furnish to
Owner any or all of the following information: financial statements (inciuding, 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 promptiy comply with such
requests.

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

14.1 All Specifications, drawings or other data, Software, materials or other business or
technical information (collectively the ??Information?) disclosed or made available to Contractor or
obtained by the Contractor, directly or indirectly, from Owner or an Af?liate or developed or obtained by
the Contractor (or others under its direction or supervision) in connection with the performance of this

 

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Contract shall be deemed con?dential information belonging to the Owner or Af?liate. During the term of
this Contract and thereafter, the Contractor shall not use or otherwise disclose such Information for any
purpose (nor permit its use or disclosure by others who are under the Contractor?s supervision or
direction) without the applicable owner of such 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 Information, or (ii) where such Information was publicly available, or the
Contractor otherwise demonstrates to the satisfaction of the applicable owner of such Information that
such Information was either actually known to the Contractor prior to this Contract, or was independently
and properly obtained or developed. by the Contractor apart from this Contract or any connection with
Owner or M?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 Information to judicial or regulatory
bodies to the extent required by law or court order; 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 Information in seeking to oppose, minimize or obtain con?dential
treatment of the Information ordered or required to be disclosed, in each. case to the extent reasonably
practical.

14.2 All deliverables, whether Software or otherwise, to the extent prepared, produced or first
developed by Contractor for Owner under this Contract, shall be and will remain the exclusive property of
Owner, and all right, title and interest therein (including, without limitation, copyright and patent rights)
shall vest in Owner, 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, Owner 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 paragraph shall extend to Owner?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 first developed by Contractor for
Owner or (ii) tailored to meet Owner?s speci?c needs. However, Contractor may extract and use know?
how, expression or concepts gained during the performance of this Contract to develop, distribute and 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 the first paragraph of this
Section 14.

14.5 The Contractor shall execute such documents and do such things as may be necessary to
effectuate this Section 14 and to ensure that the intellectual property described or contemplated herein
shall become the sole property of Owner, and shall require each of its employees and Subcontractor
employees to do the same, all at Contractor?s sole cost and expense.

14.6 If either Contractor or Owner is made the subject of any claim or lawsuit based on the
alleged infringement of any third-party patent, copyright or trade secret by reason of any aspect of the
materials, services or Work provided or performed hereunder, it shall notify the other party
thereof in writing. Owner shall defend, hold harmless and indemnify Contractor against those claims or

 

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lawsuits based on the actual or alleged infringement of any third-party right by Contractor only to the
extent that Contractor?s allegedly infringing conduct is expressly required by Owner?s Speci?cation or
expressly required in writing by Owner. This indemnity shall not extend to conduct of Contractor that is
discretionary to Contractor. Contractor shall defend, hold harmless and indemnify Owner and Affiliates
against all other claims or lawsuits based upon the actual or alleged infringement of any third-party right.
The indemnities set forth in this Subsection 14.6 shall include, without limitation, all penalties, awards
and judgments; all court and arbitration costs; attorneys? fees; and other reasonable out?of-pocket costs
incurred in connection with such claims or lawsuits. The indemnifying party shall have the right to
control the defense of any litigation, and to settle or compromise all claims or lawsuits subject to its
indemnity. However, the indemnifying party may not settle or compromise such claim or lawsuit without
the written consent of the indemni?ed party if any settlement or compromise requires the indemni?ed
party to part with any right or make any payment not indemni?ed or subjects the indemni?ed party to any
injunction. Subject to the foregoing, the indemnified party shall have the right, at its option and expense,
but not the obligation, to retain advisory counsel to represent its interests in defending any such claim or
lawsuit. If any action results in an injunction against Owner with respect to the Work, materials, services
or facilities provided under this Contract, or in the event the use of the Work, materials, services or
facilities furnished by the Contractor hereunder, or any part thereof, is, in such suit, held to constitute
Contractor agrees that it shall, at its option and sole expense, either (1) procure for Owner
the right to continue using the infringing subject matter, or (2) replace the infringing materials, Work,
services or facilities with non?infringing items of equivalent value and functionality or modify the same
so that it becomes non-infringing and retains its full. value and functionality.

15. Release and Indemnity.

15.1 Contractor shall, to the fullest extent allowed by applicable law, indemnify, protect and
hold harmless Owner, its Affiliates and their contractors and each of their officers, directors, control
persons, employees, agents and representatives (the ?lndemnitees?) 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) that may be imposed on, incurred. by, or
asserted against the .lndemnitees 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 Subcontractor?s breach of any provision of this Contract,
including, but not limited to, the representation and warranties set forth in this Contract, Contractor?s
or Subcontractor?s 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 the Contractor er Subcontractor, any violation of Law by Contractor or
Subcontractor. THIS INDEMNITY SHALL APPLY EVEN IN THE EVENT OF THE
CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE, 0F INDEMNITEES, OR ANY OR ALL
OF THEM. lndemnitees may require Contractor to defend all suits or cla'nns concerning the foregoing.

15.2 Further, the Contractor shall be solely responsible for and shall indemnify, protect and
hold harmless Indemnitees, and upon request of an Indemnitee, defend the Indemnitees, 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), on account of the death
of, or injury to the Contractor or any Subcontractor, any employee or agent of either, or any third party,
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 presence of the Contractor, Subcontractor,
or their suppliers, materialmen, employees, agents or representatives on or near any Site or any property
owned, leased, controlled or occupied by Owner or any Affiliate, WITHOUT REGARD TO

 

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WHETHER ANY SUCH DEATH OR 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
NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN TO THE CONTRARY.

16. Subcontracts or Assignments.

16.1 For Work to be performed in Louisiana, Contractor agrees to give preference to sources of
supply within the State of Louisiana in subcontracting opportunities. Contractor shall not employ outside
Subcontractors to perform any of the services covered by this Contract without ?rst procuring the written
consent of Owner and requiring the Subcontractor or assignee to produce evidence of insurance coverage
required in paragraph 17. No approval shall relieve Contractor of any of its obligations under this Contract.
Contractor shall be responsible for Work performed by all of its Subcontractors (approved or otherwise) to
the same extent it is for activities performed by Contractor?s employees and shall remain liable for all acts,
omissions, errors and negligence of a Subcontractor. Contractor further 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 that qualify as such small or small disadvantaged businesses shall be supplied to
Owner by Contractor.

16.2 Contractor shall not assign this Contract in whole or in part without the prior written
consent of Owner which consent may be withheld for any reason and any such purported assignment shall
be null and void and, at Owner?s option, will constitute a material breach of this Contract. No assignment
of this Contract even if consented to by Owner shall relieve Contractor of its responsibilities under this
Contract. Any assignee of Contractor shall meet all. the requirements of Section 17 as a condition
precedent to the assignment.

17. Insurance.

17.1 Without limiting any obligations or liabilities of Contractor under this Contract, Contractor
shall provide and maintain during the term of this Contract, at its own expense, without direct
reimbursement, insurance coverage in forms and amounts which Contractor believes will adequately protect
it, but in no case less than:

Workers? Compensation Insurance, and such insurance shall be in accordance with
all applicable state, federal, and maritime laws, including Employer?s Liability Insurance in the amount of
$500,000 per accident/disease. Policy shall be endorsed to include a waiver of subrogation in favor of the
Owner and Affiliates. This coverage shall be maintained regardless of the number of employees employed
by Contractor.

Commercial General Liability Insurance including Contractual Liability Coverage
covering liability assumed under this Contract, Products/Completed Operations Coverage, Broad Form
Property Liability Coverage, and Personal injury Coverage in the amount of $1,000,000 per occurrence for
Bodily injury and Property Damage and Underground Collapse and Explosion Hazards.

(0) Commercial Automobile Liability Insurance including all owned, hired, leased,
assigned and non-owned vehicles, with a combined smgle lunit of $1,000,000 per accident.

 

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 Errors and Omissions Liability Insurance as may be appropriate and available in
the amount of not less than $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.

Excess Liability Coverage to provide excess of paragraphs 17.1(a) through l7.l(c)
in the amount of $5,000,000 per occurrence.

17.2 Contractor?s insurance policies required by paragraphs 17.1(b) through 17.1(e) above, shall
name Owner and Affiliates as Additional lnsureds with respect to Contractor?s liability arising from this
Contract. Contractor hereby waives all rights of recourse, including any right to which another may be
subrogated, against Owner and Affiliates for personal injury, including death, and property damage.

17.3 All of Contractor?s policies of insurance shall be primary and non-contributing with any
insurance maintained by Owner and Affiliates. Policies are to provide Owner with thirty (30) days? prior
written notice of cancellation or any material adverse change in conditions.

17.4 Contractor shall provide Owner with Certi?cates of Insurance issued to the Owner and
Af?liates as the Certi?cate Holder, evidencing coverage currently in effect upon execution and for the
duration of this Contract. Contractor shall require any Subcontractor providing onmSite services under this
Contract to carry insurance coverage in a form and amount consistent with the requirements of this
Insurance Section. Contractor shall obtam Certi?cates of Insurance evidencing such coverages prior to the
commencement of services by the Subcontractor and shall present such Certi?cates to the Owner upon
request and, in any case, no later than completion of Work hereunder.

17.5 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 Owner.
Compliance with this requirement is hereby expressly made a condition precedent to the obligation of
Owner to make payment for any Work performed. 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.

18. m. 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 the Owner upon payment therefore by Owner, upon delivery to Owner?s Site or when
consumed in the performance of Work, whichever occurs first.

19. Audit.

19.1 The Contractor and all Subcontractors shall, throughout the term of this Contract and for
at least four (4) years thereafter, keep and maintain complete and accurate time and other records or
accounts of the Contractor, its af?liates and Subcontractors as are necessary to verify and support any and
all charges billed to the Owner 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 the Owner to audit fixed prices. All books and records shall be maintained in accordance
with generally accepted accounting principles. Such books and records shall be made available at the
Contractor?s facility in the United States for verification, copying, audit and inspection by the Owner or
its representatives, including Owner-authorized third-party auditors. Any such audit shall be at the
Owner?s expense and conducted during the Contractor?s normal working hours; provided, however, that
the Contractor shall provide reasonable assistance necessary to enable the Owner to conduct such audit,
and shall not be entitled to charge the Owner for any such assistance. Amounts incorrectly or

 

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ENO-NOP8001154

inappropriately invoiced to the Owner, whether discovered prior to or subsequent to payment by the
Owner, shall be adjusted or reimbursed to the applicable Owner by the Contractor within five (5) days of
noti?cation by the applicable Owner to the Contractor of the error in the invoice. Contractor shall include
the necessary provisions in its agreements with Subcontractors that shall assure access by Owner?s
employees and representatives to applicable records of Subcontractors.

19.2 Contractor represents and warrants that all ?nancial settlements, billings, and reports
rendered to Owner or its representatives shall reflect properly the facts about all activities and transactions
handled for the account of Owner, which data may be relied upon as being complete and accurate in any
further record'mgs or reporting made by Owner or its representatives for whatever purpose. Contractor
shall notify Owner upon discovery of any instance where the 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 Owner shall together review the nature of the errors or exceptions, and Contractor
will, if appropriate, adjust the relevant invoice and refund overpayments.

20. Force Majeure.

20.1 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, fires, explosions, sabotage, terrorism, war, police or hostile action,
criminal behavior, or other catastrophes, accidents causing damage to or destruction, in whole or in part,
of the equipment or property necessary to perform the Work, or failure or refusal by any regulatory or
other agency to act upon or grant permits, or licenses. Inability to pay moneys or financial hardship shall
not, however, constitute events of Force Majeure.

20.2 No delay or failure in performance by Owner or Contractor shall constitute default under
this Contract if, and to the extent, the delay or failure is caused by Force Majeure. Unless the Force
Majeure event substantially frustrates performance of the Work or the purpose for the Work under this
Contract, Force Majeure shall not operate to excuse, but only to delay performance of Work. If Work is
delayed by reason of Force Majeure, Contractor shall notify Owner. 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 as soon as possible. In no event shall Owner be liable to Contractor and
Contractor shall hold Owner harmless for Contractor?s, Subcontractors?, and their employees? damages,
anticipated pro?ts, or other sums or payments occasioned by the event.

21. Termination Due to Contractor?s Fault.

21.1 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 Owner?s property under any
applicable laws; or if the Owner, 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 the Owner, 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 Owner, 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, the Owner may, without notice to Contractor?s sureties and
without prejudice to or limiting other remedies as may be available to the Owner, terminate Contractor?s
right to proceed with all or any portion of such Work by issuance of a written termination notice to
Contractor.

 

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21.2 Upon termination pursuant to the foregoing paragraph, the Owner shall have the right to
complete the Work, the term ?complete? to include repairing, remediation, removing or correcting any
non?conforming or unsatisfactory Work, or to employ another contractor or other subcontractors to so do,
and the Owner 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. Owner 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 Owner, ordinary wear and tear excepted. Should Owner take over
completion of the Work or obtain another contractor or subcontractors to so do, Owner?s sole obligation
shall be to pay Contractor, upon completion of the Work and subject to other provisions of this Contract
that may reduce or suspend payment, for Contracts providing for lump-sum or price??xed based
Work, the lesser of either the percentage of any moneys due that represent the percentage of
conforming Work satisfactorily completed by Contractor under this Contract prior to the effective date of
Owner?s termination notice to Contractor, less any amounts previously paid or (ii) the lump-sum or fixed-
price for the Contract less all costs and expenses incurred by Owner in completing the Work and less any
amounts previously paid; and for Work to be performed on a basis of other than lump-sum or fixed-
price, an amount determined by the compensation terms and conditions of this Contract for satisfactory
and conformmg Work performed and obligations incurred prior to the effective date of. Owner?s
termination notice to Contractor, less any amounts previously paid and less any costs or expenses incurred
by Owner to repair, remediate, remove or correct unsatisfactory or non-conforming Work.
Notwithstanding anything to the contrary herein, in the case of lump-sum or fixed-price Contracts, if. the
costs and expenses incurred by Owner in completing the Work when subtracted from above as
provided herein, or in. the case of non lump-sum, non fixed-price Contracts, if the costs and expenses
incurred by Owner to repair, remediate, remove or correct unsatisfactory or non-conforming Work when
subtracted from above as provided herein, results in a negative sum, the Contractor and its sureties, if
any, shall be liable for and shall, upon notice from the Owner, pay to Owner the amount of such
negative sum. The Owner shall not be required to obtain proposals for completing such Work, but may
make such expenditures as in the Owner?s sole judgment will best accomplish such reasonable and timely
completion.

21.3 Upon receipt of any such written termination notice, Contractor shall, at its expense, for
that Work affected by any such termination, assist the Owner 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, assign to the Owner subcontracts, supply contracts and equipment rental agreements
all as designated by the Owner; and remove from the Site all construction materials and equipment listed
in said inventory other than such construction materials and equipment that are designated in writing by
the Owner to be utilized by the Owner in completing such Work.

21.4 Owner?s sole liability to Contractor for termination pursuant to this Section or for
assumption of Work is contained in this Section and Owner 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 profit or reimbursement for
Work unperformed.

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

23. Protection Against Claims and Bonding. 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

 

Form B-2 Stand-Alone Page No. 17 Contract No. 10493570
Revised 02/01/16 10/l2/20l6 3:40 l?M

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Work performed when those claims become due and payable. Contractor shall ensure that no liens of any
kind are fixed upon or against the property of Owner by Contractor?s employees, Subcontractors or
Subcontractor emponees. To the fullest extent permitted by law, Contractor hereby indemnifies, holds
harmless Owner and Affiliates and agrees to defend same against any claims or rights of lien or security
interests upon Owner?s property or the Work as a result of the furnishing of labor, materiai or equipment
"under the terms of this Contract. Contractor shall, if required by the Owner, 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, furnish the
Owner with a veri?ed certi?cate (or any snnilar document reasonably requested) showing names of
Contractor?s Subcontractors, materiahnen 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 the Owner that said
Subcontractors, materialmen and suppliers have been paid in ?ill 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, Owner should determine that Owner or any of its property might become
liabie for any claim or subject to any lien. that is chargeabie to Contractor, Owner may retain out of any
payment then due Contractor under this Contract or any such payment thereafter to become due, an
amount suf?cient to completely indemnify Owner against such claims and liens, includmg all of Owner?s
costs associated therewith. Owner may retain the amount withheld until Contractor delivers to Owner a
complete release of the cia'nns and liens that is satisfactory to Owner. Owner may discharge or remove
any claims or hens by bonding, payment or otherwise, all of which are chargeable to Contractor together
with all attorneys? fees and costs, and Owner may deduct the amount of those claims and liens, attorneys?
fees and costs in accordance with Section 22 of this Contract.

24. Owner-Furnished Information. Information prepared by the Owner is not intentionally
deceptive, but may contain inadvertent inaccuracies or omissions. Accordingly, unless expressly stated
otherwise in this Contract, information that may have been provided by the Owner prior to execution of
this Contract or may be provided by Owner subsequent to execution shalI in no way relieve Contractor of
its responsibilities under this Contract.

25. Governing Law. The validity, interpretation and construction of this Contract shall be governed
in accordance with the Laws of the state in which the Owner?s Site for which the Work being performed
is located without reference to that state?s principles of conflicts of law, except that Work in Mississippi
shall be governed and construed in accordance with Arkansas law. EACH PARTY WAIVES ITS
RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION
ARISING FROM, UNDER OR IN CONNECTION WITH THIS CONTRACT.

26. N0 nwaiver. The failure of Owner to insist upon, in any instance, strict performance by the
Contractor of any of the terms of this Contract shall not be construed as a waiver of Owner?s right to enforce
such terms on any future occasion.

27. Severability. It is agreed that if any clause or provision of this Contract is by the courts held to
be illegal or void, the validity 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 illegai or
void clauses or provisions.

28. Consequential Damages. UNDER NO CIRCUMSTANCES SHALL OWNER OR ANY
AFFILIATE HAVE ANY LIABILITY TO ANY OTHER PERSON 0R 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 Contractor-provided
document attached hereto shall be null and void.

 

Form 13-2 Stand-Aione Page No. 18 Contract No. 10493570
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ENO-NOPSOO1157

29. 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.

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

31. Third-Party Bene?ciaries. Any Af?liate receiving the bene?ts 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 Owner as well as all rights normally accorded to a third party
bene?ciary. Except for such Affiliates, 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.

32. Counterparts, Signatures, and Originals.

32.1 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 the Contract will be
considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile
signature shall be treated as having the same effect as an original signature.

32.2 Any original of this Contract or any document it references 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 Imaged 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 any
other evidentiary rule.

33. 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.

34. Exclusive Obligors. Notwithstanding anything in this Contract to the contrary, it is understood that
the obligations of Owner hereunder shall be exclusively the obligations of the Owner, and other Af?liates
shall have no responsibility or liability whatsoever in connection therewith. If this Contract was issued by or
on behalf of multiple Owners, it is further agreed that each such Owner is severally and not jointly liable to
Contractor, and no Af?liate shall have ?nancial or other responsibility or liability for any goods or services
that were not furnished for such Af?liate?s Site or operations.

35. Entire Agreement. This Contract, including all Exhibits 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 conflicts between the

 

Form B-2 Stand-Alone Page No. 19 Contract No. 10493570
Revised 02/01/16 lO/l2/20l6 3:40 l?M

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By: Tamar A. Guidroz

 

Tim: Spaciaiist. 

 

 

 

 

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ENO-NOPSOO1159