Supplier Code of Conduct

Introduction: This Supplier Code of Conduct (“Code”) reflects the standards of conduct required of subcontractors, suppliers, vendors, manufacturers, dealers, and consultants (collectively “Suppliers”) of RQ Construction, LLC (“RQ”) in the delivery of services or supplies to RQ and/or the ultimate project customer, the United States Government (“Government”).

General Disclaimer: The terms and conditions herein are in addition to, and are not intended to conflict with or modify, the terms and conditions of any subcontract, purchase order or other applicable agreement (“Agreement”). In the event of any conflict, applicable law or regulation shall take precedence, followed by the terms and conditions of any applicable Agreement (including other attachments thereto), followed by the terms of this Code.

1. COMPLIANCE WITH LAW
Supplier will fully comply with all applicable laws and regulations, including local laws and regulations outside the United States where the Supplier conducts business or maintains a place of business.

2. HUMAN RIGHTS
a. Supplier is expected to treat all people with respect and must not engage in illegal labor practices, such as illegal child labor or forced labor.
b. Combatting Trafficking in Persons: Supplier shall comply with applicable regulations prohibiting human trafficking including, without limitation, FAR 22.17, and all applicable local laws in the countries and locales in which Supplier conducts business. The following activities are expressly prohibited:
i. Destroying, concealing, or confiscating identity or immigration documents;
ii. Using misleading or fraudulent tactics in recruiting;
iii. Charging recruitment fees or providing inadequate housing based on local standards, laws, and directives;
iv. Failing to provide employment contracts and documentation in the employee’s native language;
v. Failing to provide return transportation at the end of employment in the case of employees brought in-country for the purpose of working directly or indirectly on a Government contract; and
vi. Failing to interview and protect employees suspected of being trafficking victims.

3. EMPLOYMENT PRACTICES
Supplier will ensure its employees are afforded an employment environment free from physical, psychological, and verbal harassment, or other inappropriate sexual or abusive conduct. Supplier will provide equal employment opportunity to all employees and candidates for employment without regard to any legally protected characteristic. Supplier will also maintain a workplace free from illegal use, possession, sale, or distribution of controlled substances.

4. ANTI-CORRUPTION
Supplier shall comply with the anti-corruption laws, directives, and regulations that govern operations in the countries in which they do business, including without limitation, the US Foreign Corrupt Practices Act. Supplier is required to refrain from offering or making or authorizing or enabling any third party to offer or make on Supplier’s behalf, any improper payments of money or any other thing of value to government officials, political parties, or candidates for public office. Payments intended to expedite or ensure performance of routine governmental actions are also prohibited regardless of whether they are permitted under local law. Supplier shall conduct appropriate due diligence to prevent and detect corruption in its business arrangements and contracts.

5. GIFTS/BUSINESS COURTESIES
The exchange of gifts or business courtesies may not be used to advance any improper purpose or obtain an unfair competitive advantage. Supplier must ensure that the offering or receipt of any gift or business courtesy is permitted by law and regulation, and that these exchanges do not violate the rules and standards of the recipient’s organization and are consistent with reasonable marketplace customs and practices.

6. ANTI-TRUST
Supplier must not participate in price fixing, bid rigging, or market division or allocation schemes, nor exchange current, recent, or projected pricing information or other sensitive or non-public information (“Protected Information”) with competitors. Similarly, Supplier must not share with RQ the Protected Information of its competitors except as authorized by the owner of the information.

7. CONFLICT OF INTEREST
Supplier must avoid all actual or apparent conflicts of interest in its dealings with RQ. Supplier shall notify RQ in the event of any circumstances or interests that give rise to any such conflict, whether organizational or personal in nature (including interests of employees or their close relatives, friends, or associates).

8. FALSE CLAIMS
Supplier must only submit requests or demands for payment that truthfully and accurately reflect the value of the goods or services provided, especially when such claims are passed through to the U.S. Government customer. Supplier shall not make any claim that is not properly supported by appropriate documentation, or with a reckless disregard or deliberate ignorance for whether the claim is based on true or false information.

9. INFORMATION GOVERNANCE
a. Information Security: Supplier is expected to comply with applicable data privacy laws to protect confidential, proprietary or personally identifiable information. Supplier shall utilize appropriate physical and electronic security measures to protect Controlled Unclassified Information (“CUI”) against unauthorized access, use, destruction, modification, or disclosure and ensure compliance with Department of Defense cybersecurity requirements, including without limitation, DFARS clause 252.204-7012 – “Safeguarding Covered Defense Information” and other information safeguarding regulations, where applicable.
b. Accurate Records: Supplier will create and maintain complete and accurate records and will not alter any records to conceal or misrepresent the underlying transaction to which the record pertains. Supplier should retain records based on its applicable retention requirements, such as FAR 4.703 for U.S. Government contracts, as well as the applicable requirements of the customer federal agency and any relevant National Archives and Records Administration requirements applicable to that agency.

10. ENVIRONMENTAL HEALTH & SAFETY
We expect Supplier to comply with all applicable environmental, health, and safety laws, regulations, and directives, and to protect the health, safety, and welfare of its employees and other impacted individuals or entities.

11. BUY AMERICAN ACT
Suppliers must ensure their work product meets Government contract quality standards and Buy American requirements. Supplier shall have in place quality assurance processes to identify defects and implement corrective actions, and to facilitate the delivery of a product whose quality meets contract requirements.
Supplier will develop, implement, and maintain policies, procedures, and methods to detect and avoid parts that do not comply with Buy American requirements. Supplier will promptly notify RQ and recipients of non-compliant parts when appropriate. Supplier will hold those in its supply chain accountable for the same obligations with respect to work performed for RQ. Supplier will comply with FAR 52.225-9, 52.225-11, and/or DFARS 252.225-7001 as applicable.

12. ETHICS PROGRAM
Supplier must comply with the Contractor Code of Business Ethics and Conduct (FAR 52.203-13) as applicable and, commensurate with the size and nature of its business, to have effective systems in place to comply with laws, regulations, and the standards set forth in this Code. Supplier should (i) implement its own written code of conduct and flow down the principles of that code to its Suppliers, and (ii) provide its employees and Suppliers with appropriate training on its business ethics and compliance program. Additionally, Supplier should provide its employees reasonable avenues to raise legal or ethical concerns without fear of retaliation and take preventative or corrective action when warranted.

If you believe that RQ or any of its employees or agents has acted improperly or unethically, you may report to:

• RQ’s Ethics Hotline – 760-477-8660; ethics@rqconstruction.com
• RQ’s anonymous webform – https://www.rqconstruction.com/ethics-hotline/

13. AUDIT & ENFORCEMENT
Supplier must implement and maintain measures to audit its compliance with these standards and to take appropriate corporate or personnel action to correct identified deficiencies. Supplier must maintain documentation necessary to demonstrate compliance with applicable laws and regulations and cooperate with any audit or investigation of Supplier’s compliance with applicable laws and regulations with respect to RQ work.

14. CONSEQUENCES FOR VIOLATING CODE
RQ reserves the right to pursue corrective action to remedy any violation of any of these standards. In the case of a violation of law or regulation, RQ may be required to report such violations to the proper authorities. We reserve the right to terminate our relationship with any Supplier under the terms of the existing subcontract, purchase order or other applicable agreement.

v. APRIL 2022

ETHICS & COMPLIANCE PROGRAM