CODE OF ETHICS AND CONDUCT

SitScape, Inc. (SitScape)

SitScape, Inc. (SitScape) (the “Company”) has established this Code of Ethics and Conduct as applicable to all employees.  These guidelines also apply to independent third parties hired by or working on behalf of SitScape.  Other more specific rules may be enacted by the Company from time to time concerning more specific issues and areas of operation.

Statement from the CEO

The Code of Ethics and Conduct is SitScape’s public affirmation that as individuals and as a company, we are committed to doing the right thing in every aspect of our work.  Both inside and outside our company – with other employees, vendors, clients, communities, and local, state and federal governments – we will conduct ourselves with integrity and in compliance with all applicable laws.

The Code of Ethics and Conduct makes clear SitScape’s basic expectations of employees and all those with whom we do business.  This Code of Ethics and Conduct is the cornerstone of SitScape’s commitment to integrity.  The SitScape Code of Ethics and Conduct is also a statement of commitment that each of us will be informed.

The Code of Ethics and Conduct provides an introduction to important laws and policies that must be followed.  The Code of Ethics and Conduct is designed to help each of us understand and follow the basic ethics and compliance rules that apply to our jobs.  Importantly, we need to understand the spirit and letter of the Code of Ethics and Conduct.  However, this Code of Ethics and Conduct is not intended to describe every law or policy that may apply to you.  Make sure you know the additional rules that apply to you.  To learn more about the other laws, regulations, standards and policies that may apply to you, speak with your manager or his/her superior.  In today’s business environment, “I didn’t know” is not an excuse.

By working with SitScape, you are agreeing to abide by the Code of Ethics and Conduct.  Understanding this Code of Ethics and Conduct and the company policies that apply to you is an essential function of your job.  Employees who fail to follow these standards put themselves, their co-workers, and SitScape at risk.  Such employees are also subject to disciplinary action up to and including termination of employment.

Our commitment to ethics and integrity has been and will continue to be a defining characteristic of our company, and will remain at the core of our success in the future.  Thank you for all you have done and for continuing to give the Code of Ethics and Conduct your full attention.

Definitions

1. “Manager(s),” means a supervisor of SitScape employees, subcontractors, consultants and agents of SitScape.

2. The “public sector,” for purposes of this policy, refers to any federal, state, county, city, municipal, or other local or foreign government or any subdivision, authority, commission, board, bureau, court, administrative panel, committee, or instrumentality thereof. This also includes any publicly funded entity such as colleges, universities, hospitals, cooperative organizations, etc., which is an agency or instrumentality of, or is owned or operated by, any government or any political subdivision thereof.

Other examples include public/private partnerships, such as concessions and independent school districts.

The Responsibility of Management

Managers have a number of affirmative duties under this Code of Ethics and Conduct.  These include:

1. Set an example – showing what it means to act with integrity;
2. Ensure that those they supervise have adequate knowledge and resources to follow the Code of Conduct’s standards;
3. Consult with SitScape ethics and compliance advisers to obtain clarity or support on ethics and compliance issues;
4. Monitor compliance of the people they supervise;
5. Enforce the standards of the Code of Conduct and all other related company standards;
6. Support employees who in good faith raise questions or concerns about compliance and integrity;
7. Never retaliate or permit retaliation. There must never be any form of retaliation against an employee who raises questions or concerns regarding compliance and integrity in good faith; and 8. Report instances of noncompliance to the proper management level.

General Rules and Standards of Conduct

The following are rules of conduct of general application and are supplemented by local and departmental regulations which must also be observed.  These rules may be modified at any time

1. Employees shall maintain a presentable appearance at all times while on duty and shall wear clothing appropriate to their duties. Attention to good grooming and neatness is mandatory.

2. All governmental, building and Company smoking regulations shall be observed.

3. Reporting to work under the influence of liquor or drugs or the unauthorized introduction, possession or use of liquor or drugs on Company premises is prohibited.

4. Violence, fighting, horseplay, and other inappropriate conduct is prohibited.

5. Neglect of duty and insubordination will not be tolerated.

6. Gambling of any kind on Company premises will not be tolerated.

7. No employee shall engage in outside employment that is detrimental to the Company’s interest or where such work is competitive or in conflict with the Company’s interest or may impact or distract from the employee’s regular work in any way. Any employment or contract work outside the Company must be reported to the employee’s supervisor and get approved before it can start.

8. Employees shall not reveal information in Company records to unauthorized persons. Employees shall not publish or broadcast material in which the Company is identified or Employee’s connection with the Company is expressed or implied without first submitting such material to the appropriate Company officials for review and approval.

9. No employee shall knowingly submit inaccurate or untruthful information for, or on, any Company record, report or document.

10. Employees must avoid tardiness, absence, and departure from work early without the permission of their supervisors. Employees must observe time limitations on rest and meal periods.  Every employee shall notify his or her supervisor or specified contact of an anticipated absence or lateness in accordance with Company and departmental procedures.  Sleeping or loafing on the job is prohibited.

11. Employees shall not use Company equipment, materials or facilities for personal purposes.

12. No employee shall be on or about Company property soliciting funds or services, selling tickets, distributing petitions or literature for any purpose (except as otherwise provided by law) at any time without the prior consent of supervisor.

13. Employees will not compete with competitors by using unfair or illegal practices such as disparaging or false statements about competitors, their products or their services; stealing or misusing competitor’s trade secrets; cutting off a competitor’s sources of supply; inducing clients to break contracts with competitors; or paying bribes to help SitScape or to hurt a competitor.

14. All duties shall be performed in a professional and workmanlike manner both with regard to the specific conduct of work assignments and as such activities affect one’s relationship with others. In the latter instance, harassment for reasons related to sex, color, race, religion, national origin, age or handicap is strictly prohibited.

15. Every employee will comply with safety regulations and procedures.

16. Every employee has a duty to protect and safeguard Company property and the property of customers and employees, and no employee shall occupy, use or operate any Company property without prior authorization.

17. No employee shall be in unauthorized possession of any property of the Company, its customers or employees or attempt to remove such property from Company premises.

18. Employees shall not bring their own or any other minor children or animals to their place of work or elsewhere on Company premises during the employee’s working hours when such accompaniment might interfere with the discharge of the employee’s duties and responsibilities.

19. No employee shall be in possession of firearms (licensed or unlicensed) or other weapons while on Company premises. The rule applies to all knives not required for the performance of job duties.

Compliance with Applicable Law

1. Compliance with Laws, Rules and Regulations. All employees must respect and obey the local, state and federal laws, rules and regulations applicable to SitScape.  Although not all employees are expected to know the details of these requirements, it is important to know enough to determine when to seek advice from supervisors, managers or the Compliance Officer.  If an employee is unsure of what laws, rules and regulations are applicable to his/her work with SitScape, s/he should consult his/her supervisor or manager, or the Compliance Officer.

2. Representations and Certifications. No SitScape employee will complete, submit or make any explicit or implicit representation or certification with respect to SitScape’s size, small business status, or eligibility for certain public sector contracts as these terms are defined and governed by public sector regulations (g., 13 C.F.R. Parts 121 and 124).

3. Prohibition against Lobbying. “Lobbying” is any effort to influence the legislative, regulatory or other administrative process of a public sector entity, and includes efforts to make contacts with public sector officials or employees in order to obtain contracts and other business engagements with such entity. To ensure compliance with these laws, SitScape personnel may not engage in any of the lobbying activities, as described above, or retain any other person or entity to do so on behalf of SitScape without the prior written approval of the Compliance Officer.

4. Gifts & Gratuities. No gifts and gratuities of any kind or value may be offered or given to public sector officials, employees or contractors working on behalf of the public sector. If a public sector official, employee or contractor working on behalf of the public sector solicits a gift, gratuity or anything of value, you have a duty to report such request to your manager or the Compliance Officer.  

5. Procurement Integrity. Procurement integrity laws vary by jurisdiction; however, they generally impose the following obligations:

• Restricts the disclosure of source selection information (such as technical and cost or pricing evaluation plans, proposal evaluation reports, etc.) and contractor bid or proposal information;
• Prohibits obtaining source selection or contractor bid or proposal information;
• Imposes disclosure requirements for both public sector officials and private individuals; and  Places certain restrictions on former public sector officials.

In light of these general obligations, anyone who comes in possession of source selection information and/or contractor bid or proposal information should secure the information immediately and notify your manager or Compliance Officer. Similarly, any if you know of, detect or suspect any other procurement integrity violation, you must notify your leader or Compliance Officer immediately.

6. Recruiting or Soliciting Employment to Public Sector Officials. You should not offer or suggest employment with SitScape to any public sector official or employee. If a public sector official or employee solicits employment with SitScape through you, you should cease discussions with this individual and contact your manager or Compliance Officer.

7. The Civil and Criminal False Claims and Statements Acts. The federal false claims and statements statutes prohibit the knowing submission of false or fraudulent claims or statements to the U.S. government. States have similar laws. These laws can not only impose penalties against SitScape, but

also against you personally. Consequently, it is critical that all claims and statements made to the public sector be true and accurate to the best of your knowledge.

The Duty to Report and Violations

1. Duty to Report. If you have reason to believe that you, any SitScape employee, or anyone working on SitScape’s behalf, may have engaged in conduct that is not conforming with SitScape policies, or unethical or illegal conduct, you have a duty to promptly report your actions and/or concerns to your manager or the Compliance Officer.

2. Mandatory Disclosure. The Federal Acquisition Regulation (FAR) mandates the timely disclosure, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of a public sector contract or any subcontract thereunder, there is credible evidence that a principal, employee, agent, or subcontractor has committed either:

1) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

2) A violation of the civil False Claims Act.

3. Anti-Retaliation. Anyone who suspects a violation of law, regulation or SitScape policy, and reports such concern in “good faith” may not be subject to retaliation for making such a report or as a result of one’s participation in an investigation of a report.

4. A violation of any of these regulations may result in disciplinary action ranging from a warning to discharge.  The measure of discipline should correspond to the gravity of the offense as weighed by its potential effect on the Company as well as the seniority and work record of the employee involved, among other factors.

5. Compliance Searches. The Company reserves the right to make inspections of employee lockers, desks, lunch boxes, vehicles and other items of personal property located on Company premises in those instances where there is reason to believe that they contain evidence of a violation of any SitScape policy or procedure, applicable law and regulation, or the applicable rules of any third party.  Refusal to cooperate fully in such inspections or searches will be considered a serious form of insubordination and subject to discipline.