DPR Code

We exist to build great things.®

Our strong purpose and guiding principles of integrity, enjoyment, uniqueness and ever forward have served us well over the years. They provide both the freedom and the discipline that have made DPR the successful, well- respected company it is today. They also establish a solid foundation from which to grow, especially in what has become an increasingly complex business environment.

We have worked hard to build a company with a great reputation, and we want to make sure that legacy endures as we continue to expand and advance in our 2030 mission to be a most admired company. The information that follows has been developed as a guide to help us navigate the journey ahead and address some of the issues that may arise during the course of business.

As part of a global organization, each of us has a responsibility to understand all of the rules and regulations that businesses must follow, particularly when working with Government agencies. As a company dedicated to the highest standards of honesty and fairness, we must also continuously evaluate our ethical behaviors and practices to make sure we are honoring our commitments and taking the right actions—maintaining the credibility and trust we have worked so hard to earn.

Integrity has always been a cornerstone of the DPR culture. This guide now clearly outlines for all what we stand for as a company and how we like to operate in every aspect of our business—from the way we treat each other, our subcontractors and business partners to the open communication and transparency we bring to all our projects.

Thank you for your dedication to building great things and for bringing our core values to life in your daily thoughts, words and actions. Your ongoing commitment to doing what is right will ensure that DPR continues to serve as a beacon of integrity and maintain our position as a leader in the industry.

Doug, Peter and Ron

INTRODUCTION: Integrity in Action

SECTION 1: Follow the Letter and Spirit of the Law

SECTION 2: Do What is Right

SECTION 3: Avoid Conflicts of Interest

SECTION 4: Protect DPR’s Reputation and Assets

SECTION 5: Safeguard Information

SECTION 6: Doing Business with the U.S. Government

SECTION 7: Doing Business Globally

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We conduct all business with the highest standards of honesty and fairness; we can be trusted.

Integrity in Action

Working at DPR Construction is about being part of something bigger than you. It’s about contributing to the growth and success of an international organization deeply committed to serving customers and driving change in the industry. It’s about building great things with integrity, enjoyment, uniqueness and ever forward.

DPR has developed the DPR Code to help guide employees through the many rules and regulations of today’s complex business environment. We’ve worked hard over the years to build great things, including a company with a great reputation. As we move ever forward in our mission to be a most admired company by 2030, we must continue talking about ethics and integrity within and around DPR to protect the reputation and credibility that we have worked so hard to build, and further demonstrate our commitment to doing what is right for our employees, customers and the industry. We expect our business partners, subcontractors and suppliers (collectively, our “Partners”) to be guided by the DPR Code too.

The DPR Code:

• Conduct all business with the highest standards of honesty and fairness
• Follow the letter and spirit of the law and uphold all contractual agreements
• Maintain a culture where doing the right thing is not only professed, but prized and practiced by all employees
• Avoid conflicts of interest and circumstances that may lead to even the appearance of a conflict
• Create a safe workplace and uphold a commitment to environmental responsibility
• Exercise common sense and good judgment

Although much contained in the DPR Code goes without saying, we want to be clear about what DPR stands for and how that translates into what we do or don’t do as a company. For DPR employees, more on this philosophy can be found on the Ethics page of our intranet, DPR Toolbox. For our Partners’ employees, please look to your own company information to learn more.

Highest Standards of Honesty and Fairness

DPR Compliance Program

The DPR Code is an integral part of DPR’s Compliance Program, which has been adopted to assist employees in better understanding DPR’s business behavior and complying with the legal, regulatory and ethical obligations of the company and its personnel. The program conveys DPR’s commitment to the highest standards of integrity.

The program involves:

• setting ethics and integrity compliance standards,
• communicating those standards through written policies,
• providing a mechanism for employees to report issues of a compliance or legal concern, including the formation of an Ethics and Integrity Compliance Team (EICT),
• monitoring and auditing employee practices, and
• maintaining an organizational structure that supports the furtherance of the program.

DPR will make periodic changes to the Code as laws change and issues evolve as our business grows and expands.

Individual Responsibility

Employee and Partner responsibilities under the DPR Code include:

• Seeking assistance or clarification of the DPR Code before taking any questionable action to avoid unethical or illegal business conduct
• Reporting any potentially improper, unethical or illegal behavior

Language proficiency shall not be a barrier for employees or Partners. As such, DPR will translate the DPR Code into the languages its employees speak and understand. DPR will provide employees and Partners with additional translations as it expands into new areas.

DPR/Partner managers and leaders must:

• Create an environment where employees feel comfortable asking questions and raising concerns; and
• Establish procedures and provide opportunities for employees to attend training.

Those who fail to follow the DPR Code and its requirements put themselves, their colleagues and DPR at risk, and may face (i) disciplinary action up to and including termination, and (ii) potential government prosecution. Violations of the DPR Code by third parties will be considered grounds for termination of the relationship and may result in referral for prosecution.

Enforcing the DPR Code is impossible without the participation and support of employees and Partners at all levels. DPR may be unaware of a serious breach of the DPR Code until an employee or Partner brings that matter to the attention of DPR leadership or the EICT. DPR has a strict non-retaliation policy and any retaliation for a raised concern is grounds for disciplinary action, up to and including termination of employment.

Raising a Concern

If you have questions or concerns about possible misconduct or a compliance issue, you should discuss the issue with any of the following:

• Your manager
• EICT member
• Member of the Regional Leadership Team or Management Committee

Investigations and Reviews

DPR is committed to investigating potential violations of law and company policy and to implementing timely and appropriate remediation and process improvements as warranted. Employees and third parties acting on DPR’s behalf are expected to cooperate with internal investigations, including by:

1. making themselves available to the investigation team;
2. being fully forthcoming and truthful in response to investigation team requests; and
3. following instructions received during the investigation.

All communications related to investigations will be kept confidential, to the extent possible². DPR will conduct periodic ethics reviews to measure and confirm compliance with the DPR Code and applicable laws. Methods and sources of such reviews may vary.

DPR takes very seriously our responsibility to follow both the letter and spirit of all local, state and federal laws and regulations, and we expect our employees and Partners to do the same. Although we realize it’s impossible for every employee to know every detail of every law and regulation that applies to DPR’s business, we ask that employees and Partners understand the laws and regulations that apply specifically to your work, job duties and location (i.e. different locales may have different laws and regulations).

DPR is further committed to honoring contractual obligations. All business shall be conducted in a manner consistent with DPR’s strong commitment to the highest standards of ethics and integrity. Also, be aware that just because an action or decision is legal does not necessarily mean it’s the right one to take. We must also look beyond the letter and spirit of laws and regulations—acting ethically and with the utmost integrity.

When there is a question or an uncertainty regarding the interpretation of a law or regulation, employees are responsible for seeking guidance from a manager or an EICT member. It is also contrary to DPR policy for any person to request, pressure, or direct a DPR employee to act in violation of law, regulation, contract requirement, company policy or any other obligation. Any such request or direction should be brought to the immediate attention of the EICT or the See Something Say Something Hotline.

We exist to build great things and trust that every employee is dedicated to performing their job with integrity. To support this, DPR offers training (both company-wide and role specific) to increase employee understanding of the DPR Code. Furthermore, DPR expects that services and products supplied by consultants, subcontractors, suppliers and other entities doing business with DPR meet our high level of behavioral expectations.

2.1 Raise Industry Standards

As a member of the Construction Industry Ethics and Compliance Initiative (CIECI), a nonprofit association dedicated to promoting integrity and ethical conduct in the construction industry, DPR has joined other leading contractors to identify and share best ethical and compliance practices within our industry.

2.1.A Practice Good Faith and Fair Dealing

In all our business ventures, DPR shall always act in good faith and deal fairly. That means staying true to our word and honoring contractual obligations. All employees and partners must be faithful to contract requirements and the interests of the project as well.

2.1.B Treat Subcontractors and Suppliers Fairly

DPR employees must treat all subcontractors, vendors and suppliers fairly. Employees should not discriminate against any subcontractor, vendor or supplier because of race, sex, age, national origin, citizenship, ancestry, religion, disability, veteran status or any other status protected by anti-discrimination laws in our geographies.

Also, antitrust laws exist to preserve competition that is essential to fair trade practices and the global economy. Do not engage in any actions or arrangements with competitors, customers or suppliers that would inhibit or could be interpreted as inhibiting competition. For example, never agree with competitors to fix prices or other commercial terms or restrict the availability of supplies or services in the market.

2.2 Be Socially Responsible

As a company working with world-class customers in the global economy, DPR has a duty to help solve—rather than contributing to or turning our back on—the problems and challenges in our industry and the world. For example, DPR is committed to minimizing our impact on the environment and waste, conserving natural resources, supporting the use of more sustainable practices and products, respecting rights of individuals, improving workplace conditions, complying with local labor laws, and eliminating corruption.

2.2.A Drive Environmental Responsibility

DPR complies with—and all employees and Partners are expected to follow—all applicable environmental laws and regulations, including cooperating with law enforcement and regulatory agencies that conduct inspections or investigations into possible violations of such laws and regulations. In addition, DPR goes beyond simply complying with environmental laws. DPR is committed to sustainability, including green construction practices, identifying ways for reducing emissions and waste, and using resources efficiently.

2.2.B Stand Up to Corruption

An improper payment to gain advantage in any situation is never acceptable and exposes you and DPR to criminal sanctions and/or civil liability under national, state, local and foreign anti-bribery laws. Employees are required to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Improper Solicitation and Graft Act of Korea, Singapore’s Prevention of Corruption Act, and other applicable anti-corruption or anti-bribery laws. Also, be aware that DPR could be held civilly or criminally liable for the acts of third parties associated with or acting on behalf of DPR.

2.2.B.1 Bribery

Bribery is illegal and DPR prohibits bribery of any kind. Bribery means promising, offering, or giving “anything of value” with the intent of influencing an act or decision of the recipient or obtaining an improper advantage to gain or retain business. Bribes can take many different forms, and there is no minimum value, regardless of whether it is reimbursed by DPR or comes out of the employee’s own pocket. Examples of “things of value” include cash, gifts to family members, forgiveness of a debt, loans, personal favors, entertainment, meals, travel, political and charitable contributions, business opportunities, employment opportunities, internships, or medical care.

2.2.B.2 Facilitation Payments

Employees and third parties acting on DPR’s behalf are also prohibited from making “facilitation” payments, which are payments made to government officials in exchange for expediting or ensuring the performance of a routine governmental action or function (e.g. processing visas, issuing permits, providing police protection, supplying utility services). Facilitation payment requests typically arise in connection with issuing licenses and permits, processing paperwork, and obtaining similar services to which the company or an employee is already entitled as a matter of law.

2.2.C Protect Human Rights

DPR is committed to supporting and maintaining the highest standards of ethical conduct and respect for human rights, and is opposed to all forms of human trafficking, child exploitation, and slavery. DPR is committed to complying with all applicable labor and employment laws, rules, and regulations, and will cooperate with authorities to address any instances of exploitation which DPR or its employees have become a party to. All DPR employees are expected to be vigilant and immediately report to HR or the See Something Say Something Hotline, as appropriate, all situations that come to their attention on DPR’s premises or in DPR’ business dealings where human trafficking or child exploitation is suspected or appears to be intended. Under no circumstances may DPR funds or property (including electronic devices and supported technology) be used to further or support activities connected to these activities.

2.2.D Equal Opportunity Employer

DPR is committed to the principle of equal employment opportunity for all employees and to providing employees with a work environment free of discrimination and harassment. All employment decisions at DPR are based on business needs, job requirements and individual qualifications, without regard to race, color, religion or belief, national or ethnic origin, sex (including pregnancy), age, physical or mental disability, HIV status, sexual orientation, gender identity and/or expression, marital, civil union or domestic partnership status, past or present military service, medical history or genetic information, or any other status protected by the laws or regulations in the locations where we operate. DPR will not tolerate discrimination or harassment based on any of these characteristics. We expect the same of our employees and Partners.

2.2.E Respect the Individual and Change the World

As a company founded on two central beliefs, respect for the individual and change the world, DPR does not tolerate any behavior or symbols that threaten the physical and mental wellbeing of anyone who works for DPR or at a DPR jobsite, including behavior or symbols that are biased and racially motivated, harassment, sexual harassment, bullying or hazing for any reason including one based on an individual's race, color, sex, age, gender, sexual orientation, gender identity and/or expression , religion or belief, national or ethnic origin, disability, or any other protected characteristic. We expect our employees and Partners to respect all individuals in the same way.

DPR’s reputation relies on the integrity and action of our employees, who should always act in the best interests of our customers and company. Avoid any activities or relationships that might compromise or even appear to compromise your ability to make fair and impartial decisions.

3.1 Disclose Personal Activities and Interests

A conflict of interest may occur if an employee’s outside activities, personal financial interests, or other personal interests influence or appear to influence their ability to make objective decisions while doing their job. DPR employees shall remain free of outside influences in the performance of workplace duties and responsibilities. Some examples of situations in which conflicts of interest may arise:

• When an employee or their relative has a significant financial interest in or obligation to an actual or potential competitor, subcontractor, supplier or customer of DPR.
• When a DPR employee transacts business with another entity, at which a relative of the DPR employee is a principal, officer or representative.
• When a DPR employee becomes aware of a confidential business or investment opportunity and acts on this information or provides it to another person for gain.
• When a DPR employee responsible for awarding work, change orders, etc., accepts a significant gift or favorable treatment from a subcontractor, vendor or supplier.

These situations should be avoided. Also be aware and mindful that conflicts of interest—either actual or potential— are not always readily apparent.

If you have any question about whether an outside activity or personal interest might be a conflict of interest, ask your manager, supervisor, or EICT member before pursuing the activity, or cultivating or retaining the interest.

3.2 Use Judgment when Giving/Receiving Gifts, Entertainment and Other Courtesies

Appropriate business courtesies, such as promotional gifts (e.g. hats, coffee mugs, pens, “DPR stuff”, gift baskets), entertainment (e.g. meals, wine bar events, sporting events, theater tickets, golf, fishing or hunting outings), customer and subcontractor appreciation events, or favors can generate goodwill and improve working relationships. When extended appropriately—and with the purpose of building camaraderie and higher-performing teams—these business courtesies are an acceptable normal part of business and are encouraged.

However, such business courtesies or “gifts” should not be used in any improper way, whether given or received. Gifts offered to commercial customers or other business associates should be appropriate, reasonable, legal, and offered in a way that does not create the appearance of impropriety or inhibit appropriate competition.

In determining whether a gift is appropriate, remember:

• Never give or accept a gift to persuade an individual to take a particular action in favor of DPR. We want to be treated fairly. We want any decisions made in favor of DPR to be based on merit and the strength of our position or proposal.
• Never accept a gift if it could appear that your judgment might not be objective because of that gift. DPR strives to treat all subcontractors and vendors fairly, and wants decisions made in favor of a particular subcontractor, vendor, or consultant to be based on merit and the strength of their position or proposal. Our customers and projects are best served by engaging the best value subcontractor—bringing the highest qualification for a project, at the best price.

Be especially cautious when extending courtesies to any current or potential government customers or representatives, as there are additional restrictions on DPR’s ability to offer gifts and courtesies to such persons (see sections 6.2.A and 6.2.B for guidelines on gifts to government entities and employees).

Some of our commercial customers also have rules limiting what their employees may accept, which we should be aware of and not violate. Employees should seek advice from their manager, local leadership, or an EICT member when unsure about the appropriateness of giving or receiving a gift and/or if the gift is more than what is generally considered “nominal.”

And in certain circumstances, employees should consider obtaining a more formal preapproval before giving or receiving gifts, meals, hospitality, entertainment, travel support, or anything else of value. Gifts of cash or cash equivalents (e.g. gift cards, gift certificates, stocks, gambling chips) are prohibited in all instances. Further information on preapproval limits is provided on Toolbox. Our Partners’ employees should check the limits set by their own companies.

3.3 Political and Charitable Contributions

DPR encourages employees to be active as individuals in their communities, which may include charitable and political contributions of their personal choosing. Charitable and political contributions by DPR or its employees can present problems when the contributions are intended to, or could reasonably be perceived as intended to, improperly influence a pending or prospective business decision or process.

3.3.1 Charitable and Social Contributions

DPR is committed to helping the communities in which we live and work and will from time to time make charitable contributions. All proposed charitable and community contributions made using DPR funds—or in the company’s name—must be:

• Made to an organization with a track record of integrity and a commitment to a charitable mission, or other documented proof of legitimacy in good standing with the IRS and/or foreign equivalent;
• Made to an organization that does not discriminate against or actively promote an ideological belief based on age, gender, religion, sexual orientation, ideological or political belief;
• Made in a form other than cash (e.g. wire transfer, check), accompanied by written documentation of the contribution’s legitimate purpose; and
• Documented accurately in the company’s records and appropriately receipted.

Depending on the circumstances, other safeguards may also be required, such as anti-corruption representations or monitoring requirements, to ensure the contribution is used for its stated purpose.

Employees may make personal charitable or community contributions to the extent such contributions are (i) permitted under applicable laws, and (ii) do not in any way appear to be a contribution or endorsement by DPR.

3.3.2 Political Contributions

Political contributions include not only direct payments, but also advances, gifts of goods or services, and in-kind contributions such as participation in political campaigns during working hours, administrative support, and use of company facilities, equipment, and supplies. U.S. and foreign laws may limit or prohibit corporations from making contributions to political campaigns. In addition, political contributions may violate anti-corruption laws if they are made to improperly influence a pending or prospective business decision.

Employees may make personal political contributions on their own time with their own funds to the extent such contributions are (i) permitted under applicable laws, and (ii) do not in any way appear to be a contribution or endorsement by DPR.

DPR has earned a reputation for unyielding integrity. It’s vital to the stability of DPR to maintain that hard-earned reputation. DPR assets—including time, data, materials, facilities, equipment, proprietary information and services—should be used for authorized business purposes unless a specific exception has been approved. Under no circumstances should DPR resources be used in a manner that harasses or intimidates anyone, or for any other illicit or illegal purposes.

4.1 Accurate Timekeeping and Records

The accuracy of DPR’s billing systems depends on the accuracy of timekeeping and other records. Improperly shifting costs from one contract or project to another, or improperly charging labor or materials and falsifying timekeeping or other records is strictly prohibited and may be illegal. See section 5.3 for more information.

4.2 Respect the Use of DPR Property

DPR facilities and company-owned equipment, including vehicles, phones, copiers, and computers, should be used for business purposes. While limited personal use of DPR equipment and communications systems is permitted, DPR employees should assume such communications are not private. For instance, DPR may be required by a subpoena or warrant to access, disclose or monitor the contents of computer files, e-mail and voicemail. The unauthorized removal of DPR property may be considered theft.

Employees may not use DPR communication channels or access the Internet at work to post, store, transmit, download or distribute any threatening materials, knowingly, recklessly, or maliciously transmit false materials, obscene materials, or anything constituting or encouraging the violation of any laws.

4.3 Be Truthful in Marketing and Advertising

In preparing, using or discussing DPR marketing and advertising materials, we must ensure that:

• No false, misleading or unsubstantiated statements are used;
• All DPR proprietary data is properly marked; and
• When trademarks of another company are used, they are used correctly and their owners are given proper attribution.

If you’re unsure, contact your local Communications+Brand team member for advice

4.4 Be Selective of Consultants and Subcontractors

DPR can be held accountable for the acts of its agents and could be exposed to penalties and sanctions for any illegal acts committed by joint venture partners, third parties, consultants, subcontractors, suppliers and other entities doing business with or for DPR. It’s important that DPR knows who it is doing business with and that those parties’ expectations and standards relating to ethics, integrity and compliance are aligned with the principles outlined in the DPR Code.

As part of prequalification, our subcontractors confirm they understand the DPR Code, will comply with its requirements, and that they have no open, pending or closed litigation on any matters covered by the DPR Code. If they are unable to provide such confirmation, they are required to provide further details for review. Our subcontractors reaffirm their compliance with the DPR Code each time they prequalify.

Our standard contract terms also require joint venture partners, third parties, subcontractors, consultants, and suppliers to comply with the DPR Code and all applicable laws and regulations, and we have the right to terminate those agreements upon breach of those terms. DPR’s reputation also depends on doing business only with subcontractors and suppliers that deal with their workers and treat the environment responsibly.

4.5 Third Parties

Under relevant Anti-Corruption Laws, DPR may face liability if a third party acting on the company’s behalf (for example, a local third-party representative or agent hired by DPR) engages in improper business practices, or if the company’s business dealings with the third party itself are found to be improper. DPR will not engage or do business with a third party if the company believes there is a material risk that the third party will violate anti-corruption laws or the prohibitions of the DPR Code.

Third parties may pose heightened risk if their activities require them to interact with government entities or officials on DPR’s behalf, including, for example, customs agents, freight forwarders, transporters, accounting firms, consultants, joint venture partners, permit expeditors, or law firms. Employees who retain third parties to act on behalf of DPR are responsible for taking reasonable precautions, performing due diligence, and periodically monitoring their performance to ensure those parties conduct business ethically and comply with the DPR Code. If an employee suspects that a third party has engaged in, is engaging in, or may in the future engage in potentially improper conduct, the employee shall report the case to a Business Unit Leader or to an EICT member immediately. The See Something Say Something Hotline may also be used to provide an anonymous report.

While DPR believes sharing information, knowledge and experiences improves our ability to find the best solutions or make the right choices, some of DPR’s business information—as well as that of the companies and individuals with which DPR does business or has a relationship—must be protected. If such sensitive information were to leak to competitors or the media, DPR’s competitive advantage may be impaired or eliminated, our contracts and relationships may be jeopardized, and reputation damaged.

5.1 Be Mindful of Proprietary Information

The information, knowledge and know-how that gives DPR a competitive advantage is considered intellectual property and is an asset as valuable as money, property, time or skill. As such, DPR’s intellectual property can only be used for authorized business purposes. All DPR employees are required to sign an intellectual property agreement and disclose any applicable personal intellectual property.

Employees must protect DPR’s proprietary and confidential information, which may include technical designs, strategy, software, employee records or information learned in a partnership or teaming arrangement. Be especially cautious when providing such information to an outside entity and take proper steps to ensure that the receiving party will protect the information. Quotations and bids received from prospective subcontractors, vendors and suppliers should be considered confidential and proprietary and only for internal use, except when disclosure is required by law.

DPR’s intellectual property, including data and information systems, customer lists, and other trade secrets, will remain with DPR when an employee leaves the company. Use of DPR’s intellectual property by a former employee may violate the law.

5.2 Respect Confidentiality Agreements

Many customers require DPR to sign confidentiality or nondisclosure agreements, either within our contracts or separately. DPR employees must comply with these agreements by not revealing protected information. And it’s important to communicate these requirements to the entire project team—including subcontractors and vendors. Our Partners are expected to understand, uphold, and take such agreements seriously.

5.3 Maintain Accurate Documents and Records

DPR maintains and retains documents and records according to legal, contractual and company policy requirements. Do not improperly destroy, improperly alter, make false entries on, or recklessly fail to make correct entries on any DPR documents or records.

Information provided to outside parties must be accurate and truthful. When DPR is asked to provide information to a government or other regulatory authority, inaccuracies or falsehoods could result in severe legal and financial consequences for DPR; therefore, extra care must be given to any statements, certifications, representations, and submissions made to a government, government employee, government representative or regulatory authority. DPR employees are responsible for knowing DPR’s records retention and maintenance policies, which are found on DPR Toolbox. Our Partners are expected to have their own records and retention policies and to ensure their employees understand and follow them.

The United States Government imposes a strict set of rules and regulations on companies with whom it does business under both a direct contract and a subcontract, or as a result of a third-party relationship. These rules and regulations can differ substantially from those that DPR operates under when it does business with commercial customers or foreign governments, and therefore requires extra diligence to ensure compliance.

6.1 Recognizing When These Special Guidelines Apply

DPR may contract directly with the U.S. Government or as a subcontractor to a prime contractor that is performing a contract for the U.S. Government. As such, even if DPR does not hold a contract directly with the Government, many of the special rules may nonetheless apply to DPR because the U.S. Government ultimately pays for DPR’s services. In addition, there are rules that apply to DPR’s relationships with third parties, such as joint venture and teaming partners, vendors, and suppliers, who work with the U.S. Government.

6.2 Adhere to Special U.S. Government Guidelines

DPR employees who serve government clients must know and understand the federal rules and regulations and diligently comply with them. Employees of the Federal Government are subject to rigorous ethical standards. DPR employees must respect those standards and avoid putting federal employees in compromising positions.

6.2.A Accepting Gifts and Gratuities

Two basic rules govern gifts and favors offered to DPR personnel by vendors, suppliers, and subcontractors that do business with DPR under U.S. Government contracts:

• Never solicit anything of value
• Never accept cash or cash equivalents

An occasional meal or gift of nominal value, such as a note pad with a company’s logo on it offered during a business meeting, is permitted.

6.2.B Offering Gifts and Gratuities

DPR employees who serve U.S. Government clients are responsible for ascertaining the rules of the specific Government agency with which they are working.

Some federal agencies allow their employees to receive gifts or other business courtesies of nominal value—not to exceed $20 per person per occasion or $50 per person annually—such as pens and caps with company logos, plaques and certificates of recognition, and coffee or other non-alcoholic beverages provided during a business meeting. However, other federal agencies prohibit their employees from accepting any gifts or business courtesies.

With respect to prime contractors or subcontractors, it is DPR policy to only offer items of nominal value or an occasional working meal, whose value does not exceed $50 per person per occasion.

Employees who have questions regarding the appropriateness of a gift should consult a supervisor, manager or an EICT member before offering a gift to any federal employee or contractor or subcontractor working with the Federal Government. DPR employees should also check the pre-approval limits on Toolbox. Our Partners’ employees may check the limits available through their own company procedures or available on the internet.

6.2.C Hiring Current or Former Federal Employees

To avoid an actual or perceived conflict of interest, the Federal Government restricts the timing of employment discussions between current and former federal personnel and private-sector employers, such as DPR, and restricts the activities that former personnel can perform in the private sector. Because of the risks associated with these discussions, DPR’s Compliance Manager and Human Resources must approve any employment negotiations with all current and former U.S. Government employees before they begin.

DPR personnel should never promise employment to a Government employee to gain a competitive advantage or obtain something of value from the U.S. Government. Moreover, never discuss employment with Government employees who are involved in any matter relating to DPR.

6.2.D Procurement Integrity

The competitive process for procuring business from the U.S. Government is more restrictive than the process for procuring business from commercial customers, primarily due to concerns over one competitor having an unfair advantage over another.

During a U.S. Government competitive procurement process, certain types of information may not be requested or obtained by DPR unless the information is obtained through public resources that are available to everyone. In addition, certain other information about DPR’s competitors, including pricing data, proprietary information, and trade secrets, is off limits irrespective of any legends or other markings. An example of a violation would be persuading a Government official to send us the details of how a competitor has responded to a Government solicitation, including the rates that the competitor proposed to the Government.

6.2.E Purchasing and Subcontracting

Because the value of subcontracts and purchase orders awarded by the U.S. Government can be substantial, the Government exercises expansive control over a contractor’s subcontracting process, including the type of subcontract used, how subcontracts are awarded, and the terms and conditions that are included in vendor and subcontract agreements. DPR will fully comply with all such requirements.

6.2.F U.S. Government Property

DPR is required to establish and maintain a system in accordance with federal requirements to control, protect, preserve, track and maintain all U.S. Government property. Damage to or misappropriation of U.S. Government property can result in a breach of contract charge, civil penalties or criminal charges.

6.2.G Contract Certifications and Representations

The U.S. Government requires prospective contractors to certify that they meet the qualifications of the Government contract. During performance of the work, contractors are required to produce and maintain conformance reports, time and material records, and other documents and records that support invoices for payment and negotiations of change orders. DPR employees are responsible for ensuring that all documents and records are truthful, accurate and complete.

6.2.H Engaging Third Parties that will Interact with Government Officials

Special care is required when dealing directly or indirectly with Government Officials because special laws and considerations apply to providing things of value to such officials. Before entering a business relationship with any third party that will interact with Government Officials on DPR’s behalf, employees must discuss the engagement with their Business Unit Leader, Regional Leader or Management Committee Sponsor. And prior notification must be provided to the EICT, which can assist with performing a risk assessment and due diligence on the proposed third party. All contracts with such third parties must require the third party to certify that it has not violated and will not violate the DPR Code and any anti-corruption laws during its business with DPR.

6.3 Meet Performance Obligations

Contractors must comply with all terms of a Government contract, such as strictly adhering to specifications, delivery schedules, milestones and other performance commitments. Any arrangements that deviate from the letter of the contract must be approved in writing by the Government’s Contracting Officer.

Exercise the utmost care when submitting an invoice to the Federal Government. When a DPR employee requests payment from the Federal Government, the employee attests that DPR has met all its contractual obligations.

6.4 Penalties and Sanctions

The U.S. Government has a long list of legal sanctions and penalties available for violating its requirements. The consequences of running afoul of Government contracting rules range from criminal fines and imprisonment to civil fines, exclusion from the procurement process, contract cancellation or termination, and suspension or debarment from being awarded future contracts with the U.S. Government. These penalties and sanctions apply with equal force to DPR as an entity and to those employees and agents involved in the improper activity.

7.1 Compliance with Local Laws

We expect our employees and Partners to know and comply with the local laws and regulations in those countries where we do business. DPR and its employees and Partners are also subject to certain U.S. laws wherever we are working; it’s important that all employees and Partners comply with those requirements as well.

7.2 Excluded Parties List – Prohibiting Business with Certain Individuals and Entities

It is important for DPR to know who it’s doing business with and to avoid entering transactions with any country, entity or individual that is subject to sanctions by the U.S. Government and/or other applicable government authority. The U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) maintains an Excluded Parties List System that identifies companies and individuals we cannot do business with. DPR shall not knowingly employ, engage, or accept the services of any individual or entity whose name is on the Excluded Parties List. Special attention should be paid when DPR is entering into relationships with new owners, Partners, consultants or agents who are located, or whose leadership is based, outside the U.S. In these circumstances, you should contact the Compliance Manager for screening guidance.

7.3 Export Controls

The U.S., like many countries, regulates the export of certain commodities, technology, and software. In some instances, DPR may come into possession of controlled items by virtue of our work with certain owners or trade partners. DPR personnel should make sure that any export of controlled items, including to DPR employees who are non-U.S. persons, or to DPR offices located outside of the U.S., is done in full compliance with applicable export control laws and the applicable contract. If you are working on a project with special owner or subcontractor/supplier export control requirements, or if you need to send any commodities, hardware, or software outside the U.S., you should contact the Compliance Manager for additional guidance.

¹ DPR retains the right to disclose relevant information to third parties, including government entities, who may be investigating matters for potential prosecution.

² Nothing in this Code limits the ability of an employee to communicate with or provide information to any governmental agency or commission regarding possible legal violations without disclosure to DPR, as protected under whistleblower laws. DPR prohibits retaliation for any of these activities.

Rev 2/22/2022