Introduction

Divcon LLC (together with its affiliates, “Divcon,” “we,” “us,” or “our”) is committed to conducting business with the highest standards of integrity, safety, and professionalism. Our reputation depends on every individual and organization that performs work for us or on our behalf. Our subcontractors, vendors, suppliers, and service providers (collectively, “Subcontractors,” “you,” or “your”) are extensions of our business, and we expect you to conduct yourself in a first-class manner that reflects our values and the expectations of our clients.

This Subcontractor Code of Conduct (“Code”) sets forth the minimum ethical, legal, safety, and operational standards that Divcon requires of every Subcontractor. This Code is not intended to be an exhaustive list of all requirements applicable to your relationship with Divcon; rather, it supplements your master subcontractor agreement (“Agreement”) with Divcon. Where the Agreement imposes more restrictive or more specific requirements than this Code, the Agreement controls. Where this Code imposes more restrictive requirements than the Agreement, this Code controls.

We thank you for the work you perform and for partnering with us to deliver exceptional service.

Applicability and Scope

This Code applies to all Subcontractors that provide goods or services to Divcon or to Divcon’s clients on Divcon’s behalf, including their owners, directors, officers, employees, agents, representatives, approved lower-tier subcontractors, and other personnel (collectively, “Subcontractor Personnel”). Subcontractors are responsible, at their own expense, for ensuring that all Subcontractor Personnel understand and comply with the requirements of this Code.

Each Subcontractor must flow down the requirements of this Code (or equivalent contractual obligations) to every lower-tier subcontractor, supplier, or service provider that it engages to perform any portion of the work for Divcon or a Divcon client. Subcontractor remains fully responsible for the acts and omissions of its Subcontractor Personnel as if they were the acts and omissions of Subcontractor itself.

Our Values and Expectations

Divcon has built its reputation by operating with integrity, accountability, and excellence. We expect our Subcontractors to share and embody these values. At a minimum, you are expected to:

• Act honestly, ethically, and lawfully in every interaction relating to Divcon or our clients;

• Place the health, safety, and well-being of people and property above all other objectives;

• Treat all persons with dignity, respect, and professionalism;

• Deliver goods and services of the highest quality, on time, and in accordance with all specifications;

• Protect confidential information, personal data, and intellectual property;

• Cooperate fully and in good faith with Divcon, our clients, and our other Subcontractors; and

• Speak up promptly when something is not right.

Compliance with Applicable Laws

Subcontractor must comply with all applicable federal, state, local, and foreign laws, statutes, regulations, ordinances, codes, orders, permits, licenses, and industry standards (collectively, “Applicable Laws”) in connection with the goods and services provided to Divcon. This includes, without limitation, laws governing occupational safety and health, labor and employment, immigration, construction, building and life-safety codes, environmental protection, tax, anti-corruption, data protection, and trade controls.

Where this Code imposes a higher standard than Applicable Law, Subcontractor must comply with this Code. Where Applicable Law imposes a higher standard than this Code, Subcontractor must comply with Applicable Law. In no event will local custom, practice, or industry norms excuse noncompliance with either.

Health, Safety, and the Jobsite

Safety is non-negotiable. Divcon will not tolerate unsafe work practices, unsafe conditions, or a culture that tolerates either. Every Subcontractor is expected to make the safety and well-being of its workers, Divcon personnel, our clients, and the public its first priority on every project, every day.

Occupational Safety and Health Administration (OSHA) Compliance

Subcontractor and all Subcontractor Personnel must at all times comply with the Occupational Safety and Health Act of 1970 and all standards, rules, and regulations promulgated thereunder by the U.S. Department of Labor (including 29 C.F.R. Parts 1910 and 1926), and any state-plan OSHA program applicable at the jobsite (collectively, “OSHA Requirements”). Compliance with OSHA Requirements is a minimum baseline, not a ceiling.

You must:

• Develop, implement, and maintain a written health and safety program appropriate to the scope and hazards of the work, including hazard communication, fall protection, lockout/tagout, confined space, electrical safety, respiratory protection, and any other program required by OSHA Requirements or the specific work;

• Conduct a competent job hazard analysis (JHA) before commencing work at any Divcon or client jobsite, and update the JHA whenever conditions or scope change;

• Provide and require the use of all personal protective equipment (PPE) appropriate to the hazards identified, at Subcontractor’s sole expense;

• Ensure that all Subcontractor Personnel are appropriately trained, licensed, certified, qualified, and competent to perform their assigned tasks safely, and maintain documentation of such training and qualifications;

• Conduct regular safety meetings (including daily toolbox talks where appropriate) and communicate safety requirements in languages understood by Subcontractor Personnel;

• Comply with all Divcon and client jobsite-specific safety rules, access requirements, check-in procedures, badging requirements, and safety orientations;

• Use only tools, equipment, materials, and vehicles that are in safe operating condition, properly maintained, inspected, and appropriate for the task;

• Stop work immediately upon identifying an imminent danger or unsafe condition and promptly notify Divcon;

• Respect each person’s authority and duty to exercise “stop-work” authority without fear of retaliation;

• Comply with all applicable jobsite hot-work, lockout/tagout, permit-to-work, and crane/rigging procedures;

• Cooperate and coordinate with other contractors on multi-employer jobsites to protect all workers on site, consistent with OSHA’s multi-employer citation policy.

Drug- and Alcohol-Free Workplace

Divcon requires a drug- and alcohol-free workplace on all jobsites. Subcontractor Personnel must not be under the influence of, possess, sell, distribute, or use illegal drugs, controlled substances (except when lawfully prescribed and used in a manner that does not impair the ability to work safely), alcohol, cannabis (regardless of state-law status), or any substance that impairs the ability to perform work safely while performing work for Divcon or a Divcon client.

You must:

• Maintain a written drug- and alcohol-free workplace policy;

• Conduct pre-employment, reasonable-suspicion, post-accident, and (where permitted by law) random drug and alcohol testing of Subcontractor Personnel performing safety-sensitive work;

• Immediately remove from the jobsite any Subcontractor Personnel whom Divcon or the client reasonably believes to be impaired, and prevent that person from returning until Subcontractor has confirmed the person’s fitness for duty.

Incident and Near-Miss Reporting

You must:

• Immediately notify Divcon of any injury, illness, fatality, property damage, environmental release, near-miss, or other safety incident occurring on a Divcon or client jobsite, regardless of severity;

• Investigate each incident, identify root causes, and implement corrective and preventive actions;

• Provide Divcon with copies of all OSHA 300/301 logs, citations, and any government investigation correspondence relating to Divcon projects, upon request;

• Cooperate fully with any safety investigation or audit.

Firearms, Weapons, and Violence

Subcontractor Personnel may not possess, carry, or control firearms, explosives, or other weapons on a Divcon or client jobsite unless (a) doing so is a bona fide part of the contracted scope of services (e.g., licensed security), (b) expressly authorized in writing by Divcon in advance, and (c) consistent with Applicable Law and the jobsite operator’s policies. Threats, bullying, intimidation, and acts of violence are strictly prohibited.

Emergency Preparedness

Subcontractor must maintain an emergency response plan appropriate to the scope of work, including procedures for fire, severe weather, medical emergencies, active-threat events, hazardous material releases, and other foreseeable emergencies. Subcontractor must train Subcontractor Personnel on the plan and coordinate with jobsite operators.

Labor, Employment, and Immigration

Wage and Hour Compliance

Subcontractor must comply with all Applicable Laws governing wages, hours, overtime, meal and rest breaks, timekeeping, payroll, deductions, pay statements, leaves of absence, child labor, final pay, and classification of workers as employees or independent contractors. This includes the Fair Labor Standards Act, all applicable state wage-and-hour laws, and any applicable prevailing-wage or living-wage requirements (including the Davis-Bacon Act and state “little Davis-Bacon” laws) applicable to the project.

You must:

• Pay all Subcontractor Personnel the full wages, overtime, fringe benefits, and other compensation to which they are legally entitled, on time and without unauthorized deduction;

• Maintain complete and accurate timekeeping, payroll, and certified-payroll records where required;

• Properly classify workers as employees (including exempt versus non-exempt) or independent contractors in accordance with Applicable Law;

• Upon request, provide Divcon with certified payroll records, wage determinations, and other documentation reasonably necessary to demonstrate compliance.

Immigration and Work Authorization

Subcontractor must comply with the Immigration Reform and Control Act of 1986 and all other Applicable Laws relating to immigration and employment eligibility.

You must:

• Verify the identity and employment eligibility of every Subcontractor Personnel member assigned to work for us through a properly completed Form I-9 (and any state-law equivalent);

• Participate in E-Verify (or an equivalent electronic employment-eligibility program) where required by Applicable Law, contract, or Divcon written instruction, and retain documentation of such verification for the longer of three (3) years after engagement or one (1) year after separation, subject to longer retention where required by Applicable Law;

• Not knowingly employ, contract with, or otherwise engage any person who is not authorized to work in the United States;

• Promptly notify Divcon of any government audit, inspection, subpoena, or notice of inspection relating to immigration or work-eligibility matters that involves work performed for Divcon or at a Divcon or client jobsite;

• Not retain worker passports, work permits, government-issued identification, or other identification documents of any Subcontractor Personnel as a condition of employment or engagement.

Human Trafficking, Forced Labor, and Child Labor

Human trafficking, forced labor, bonded labor, indentured labor, involuntary prison labor, slavery, and child labor have no place in our business or our supply chain. Divcon expects strict compliance with the UN Guiding Principles on Business and Human Rights, the Universal Declaration of Human Rights, and all Applicable Laws prohibiting trafficking, forced labor, and child labor (including the Federal Acquisition Regulation’s human-trafficking prohibitions where applicable).

You must:

• Employ only workers who have freely and voluntarily chosen their employment and who are free to terminate that employment upon reasonable notice without penalty;

• Not charge Subcontractor Personnel any recruitment fees, deposits, or other costs of obtaining employment, and reimburse any such fees if discovered;

• Not employ any person below the applicable minimum working age (and, in any event, not below the age of 16), and not permit any person under 18 to perform hazardous work;

• Maintain records reasonably sufficient to verify the age and work eligibility of every Subcontractor Personnel member.

Non-Discrimination, Harassment, and Respect

Subcontractor must maintain a workplace free from unlawful discrimination, harassment, bullying, intimidation, and retaliation. Subcontractor may not discriminate against any person on the basis of race, color, religion, national origin, ancestry, sex (including pregnancy, childbirth, and related conditions), gender, gender identity or expression, sexual orientation, age, disability, genetic information, marital status, veteran or military status, citizenship status (to the extent protected by law), or any other characteristic protected by Applicable Law. Subcontractor will maintain written policies, training, and complaint procedures reasonably designed to prevent and address discrimination and harassment.

Freedom of Association

Subcontractor must respect its workers’ rights under Applicable Law concerning freedom of association, union organizing, collective bargaining, and concerted activity.

Background Checks and Fitness for Duty

Subcontractor must, in accordance with Applicable Law (including the Fair Credit Reporting Act and applicable state “ban the box” and similar laws), conduct appropriate pre-engagement background screening of each Subcontractor Personnel member assigned to work on a Divcon or client jobsite, including, to the extent lawful and appropriate to the role, criminal background, identity, and motor-vehicle record checks. Subcontractor will not assign any person who, based on the results of such screening, presents an unreasonable risk to the safety of persons or property at a Divcon or client jobsite, including registered sex offenders and persons with recent violent-crime convictions, unless Divcon has expressly approved the assignment in writing.

Anti-Bribery, Anti-Corruption, and Business Ethics

Zero Tolerance for Bribery and Corruption

Divcon does not give, accept, offer, promise, solicit, or authorize bribes, kickbacks, facilitation payments, or other improper payments under any circumstances, anywhere we operate. This standard applies regardless of local custom, market practice, or competitive pressure, and there are no exceptions. Subcontractor must comply with the U.S. Foreign Corrupt Practices Act (FCPA), the U.S. Travel Act, the U.K. Bribery Act 2010 (to the extent applicable), and all other Applicable Laws relating to anti-bribery, anti-corruption, anti-kickback, and the prevention of financial crime.

You must:

• Never offer, promise, pay, or authorize, directly or indirectly through any third party, anything of value to any person (including any Divcon employee, client representative, government official, or other Subcontractor) for the purpose of obtaining or retaining business, securing an improper advantage, or influencing any act or decision;

• Never pay or accept kickbacks, rebates, or commissions that are not expressly set forth in a written contract;

• Never make “facilitation” or “grease” payments to expedite routine governmental actions, even if such payments are customary in a particular jurisdiction;

• Maintain accurate and transparent books and records that properly reflect all transactions and prevent off-the-books or disguised arrangements;

• Implement and maintain adequate internal controls, training, and due-diligence procedures reasonably designed to prevent and detect bribery and corruption;

• Conduct reasonable due diligence on any third party that Subcontractor engages in connection with Divcon work;

• Immediately report to Divcon any request, demand, offer, or attempt to pay, promise, or solicit a bribe, kickback, or other improper payment in connection with Divcon work.

Gifts, Entertainment, and Business Courtesies

Modest and infrequent business courtesies that comply with Applicable Law, that are not intended to, and could not reasonably be perceived to, influence a business decision, and that are consistent with both parties’ policies may be appropriate. However, Subcontractor Personnel must use good judgment and err on the side of restraint.

You must:

• Never offer, provide, or accept any gift, meal, entertainment, travel, hospitality, employment opportunity, charitable contribution, political contribution, or other thing of value to or from any Divcon employee or representative that is (i) cash or a cash equivalent (including gift cards); (ii) of more than nominal, modest value; (iii) offered or received during a period of active bidding, negotiation, or source selection; or (iv) likely to create a sense of obligation or the appearance of a conflict of interest;

• Never offer, provide, or accept any gift, meal, entertainment, or other thing of value to or from any government official in connection with Divcon work, other than de minimis items (e.g., a modest cup of coffee) expressly permitted by Applicable Law;

• Never solicit a gift, meal, entertainment, or other thing of value from any Divcon employee, Subcontractor, client, or other business partner;

• Comply with any stricter gift, entertainment, or ethics policy provided by Divcon or the applicable client.

Fair Competition and Antitrust

Subcontractor must comply with all Applicable Laws governing competition and antitrust, including the Sherman Act, the Clayton Act, and any analogous state and foreign laws. Subcontractor must not engage in bid rigging, price fixing, market or customer allocation, boycotts, exchange of competitively sensitive information with competitors, or other anti-competitive conduct. Subcontractor must compete for Divcon business on the merits of its goods, services, price, and performance.

Anti-Money Laundering and Financial Crime

Subcontractor must not knowingly participate in or facilitate money laundering, terrorist financing, tax evasion, sanctions evasion, or other financial crime. Subcontractor must conduct appropriate know-your-counterparty diligence and maintain adequate controls reasonably designed to detect and prevent such conduct. Subcontractor must promptly notify Divcon if it learns or suspects that any counterparty or transaction relating to Divcon work may involve such conduct.

Trade Controls, Sanctions, and Export Controls

Subcontractor must comply with all Applicable Laws relating to economic and trade sanctions, embargoes, export controls, antiboycott rules, and import regulations, including those administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce Bureau of Industry and Security (BIS), and the U.S. Department of State.

Conflicts of Interest

Subcontractor must avoid actual, potential, and apparent conflicts of interest between Subcontractor’s interests and Divcon’s (or our clients’) interests. Subcontractor must promptly disclose in writing to Divcon any situation that does or may reasonably create a conflict of interest, including, by way of example, any financial interest, family relationship, employment relationship, or other personal interest of Subcontractor Personnel with any Divcon employee, client representative, or competitor that could influence a business decision relating to Divcon.

Without the prior written consent of Divcon, Subcontractor will not hire, offer employment to, engage as a contractor, or compensate any Divcon employee or recent former employee in a manner that would compromise that person’s loyalty to Divcon.

Confidentiality, Intellectual Property, and Data Protection

Confidential Information

In performing work for Divcon, Subcontractor may receive or have access to information that is confidential, proprietary, or commercially sensitive, including non-public information about Divcon, its clients, its employees, and its business partners (“Confidential Information”). Subcontractor must protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care), and may use or disclose Confidential Information only as necessary to perform the work and as permitted by any applicable non-disclosure agreement. Subcontractor must promptly notify Divcon of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information.

Intellectual Property

Subcontractor must respect Divcon’s and our clients’ intellectual property rights and the intellectual property rights of third parties. Subcontractor will not infringe any copyright, trademark, patent, trade secret, or other proprietary right, and will not use unlicensed, pirated, or counterfeit software, materials, or goods in connection with Divcon work.

Personal Data and Privacy

Where Subcontractor processes personal information in connection with Divcon work, Subcontractor must comply with all Applicable Laws relating to privacy and data protection (including, as applicable, state consumer-privacy laws, HIPAA, GLBA, and the EU/UK GDPR), and with any data-processing terms agreed with Divcon. Subcontractor must collect, use, retain, and disclose personal information only for purposes authorized by Divcon.

Information Security

You must:

• Maintain a written information security program appropriate to the size and complexity of Subcontractor’s business and the sensitivity of the information accessed, including administrative, technical, and physical safeguards;

• Implement access controls, encryption (in transit and at rest where appropriate), patch management, multi-factor authentication, secure software development, and regular employee security training;

• Promptly (and in any event within the time required by Applicable Law or the Agreement) notify Divcon upon discovery of any actual or reasonably suspected security incident, data breach, ransomware event, or unauthorized access affecting Divcon or client data or systems, and cooperate fully with investigation and remediation;

• Only engage subcontractors for services involving access to Divcon data who provide equivalent security protections.

Licensing, Insurance, and Bonding

You must:

• Obtain, maintain in good standing, and timely renew all licenses, registrations, certifications, permits, and qualifications required by Applicable Law or the Agreement to perform the work (including contractor’s licenses, trade licenses, business licenses, and professional certifications);

• Maintain, at Subcontractor’s sole expense, all insurance coverages required by Applicable Law and by the Agreement, with such limits, endorsements (including additional insured status, waiver of subrogation, and primary/non-contributory language where required), and insurers as required by the Agreement;

• Furnish Divcon with certificates of insurance and copies of endorsements on request and prior to the commencement of work, and promptly notify Divcon of any cancellation, non-renewal, or material change in coverage;

• Provide payment, performance, or other surety bonds if required by the Agreement or Applicable Law.

Environmental, Sustainability, and Hazardous Materials

Subcontractor must comply with all Applicable Laws governing the protection of the environment, including air and water quality, stormwater, hazardous materials, hazardous waste, asbestos, lead, PCBs, refrigerants, and spill reporting. Subcontractor must obtain and maintain all required environmental permits.

You must:

• Properly identify, handle, store, label, transport, and dispose of hazardous materials and hazardous wastes in compliance with Applicable Law;

• Promptly report to Divcon any environmental incident, spill, or release occurring on a Divcon or client jobsite;

• Implement reasonable measures to reduce waste, conserve energy and water, and minimize environmental impacts in connection with the work;

• Maintain documentation (including Safety Data Sheets and waste manifests) as required by Applicable Law.

Conduct on Divcon and Client Jobsite

Divcon’s reputation is shaped by how Subcontractor Personnel behave in the field. Subcontractor Personnel are expected to maintain a first-class standard of professionalism at all times while on a client jobsite.

You must:

• Use client jobsite solely for the purpose of performing the contracted work; do not loiter, conduct personal business, or access areas not required by the work;

• Dress and groom in a professional, safe, and jobsite-appropriate manner, wearing any required Subcontractor or Divcon identification at all times while on site;

• Use a visible identification system that clearly identifies Subcontractor, Subcontractor Personnel, and their employer;

• Not bring unauthorized persons (including friends, family, or off-duty workers) onto a jobsite;

• Not use client or site-occupant equipment, supplies, telephones, vehicles, or other property without express prior authorization;

• Not remove any property from a jobsite without documented authorization and, where applicable, receipts;

• Treat jobsite occupants, tenants, customers, and the public with courtesy and professionalism;

• Keep jobsites clean, orderly, and safe, and promptly clean up and remove debris;

• Not take photographs, video, or audio recordings on jobsite except as needed for the work, and only in accordance with jobsite rules and Applicable Law;

• Supervise Subcontractor Personnel diligently and hold them accountable for compliance with this Code.

Books, Records, Audits, and Inspections

Subcontractor will maintain books and records, and will cooperate with audits and inspections of Subcontractor’s facilities, personnel, records, and compliance with this Code, in accordance with the audit, records, and inspection provisions of the Agreement. Subcontractor will promptly correct any non-conformance identified through such audits or inspections.

Reporting Concerns and Non-Retaliation

If Subcontractor Personnel observe or suspect any violation of this Code, Applicable Law, or the Agreement, they should speak up. Concerns may be raised (a) with the Divcon point of contact for the project, (b) with Divcon’s Legal Department at legal@divconcontrols.com, or (c) through any compliance hotline designated by Divcon (if applicable). Reports may be made confidentially and, to the extent permitted by Applicable Law, anonymously.

Divcon will not tolerate retaliation against any person who in good faith reports a suspected violation, participates in an investigation, or refuses to engage in conduct that would violate this Code or Applicable Law. Subcontractor must likewise prohibit retaliation within its organization and must take appropriate action against Subcontractor Personnel who engage in retaliation.

Subcontractor must promptly notify Divcon of any material violation of this Code, any government investigation or enforcement action involving Subcontractor or Subcontractor Personnel that relates to Divcon work, and any circumstance that reasonably could adversely affect Divcon’s reputation or business.

Violations, Remediation, and Termination

A violation of this Code is a material breach of Subcontractor’s Agreement with Divcon. In addition to any other rights and remedies available under the Agreement or Applicable Law, Divcon may, in its discretion and without liability: (i) require immediate corrective action; (ii) require removal of specific Subcontractor Personnel from Divcon or client jobsites; (iii) suspend work; (iv) conduct audits or investigations at Subcontractor’s expense; (v) pursue indemnification; and (vi) terminate the Agreement and the business relationship, in whole or in part, for cause.

Performance Review

Divcon reserves the right to schedule periodic performance reviews, including quarterly business reviews or other regular meetings, with any Subcontractor at Divcon’s discretion. These meetings may address, without limitation, work quality, schedule adherence, safety performance, staffing, communication, and alignment with project requirements. Subcontractor agrees to participate in such meetings and to designate a representative with appropriate authority to discuss and act upon the matters raised. The purpose of these reviews is to promote collaboration, identify opportunities for improvement, and ensure the continued success of the working relationship. Nothing in this section shall be construed to create a joint venture, partnership, or employment relationship between the parties.

Preservation of Rights; No Waiver

Nothing in this Code is intended to limit Subcontractor’s obligations under Applicable Law or the Agreement. No forbearance, delay, or course of dealing by Divcon will be construed as a waiver of any requirement of this Code or any right of Divcon. Divcon may amend this Code from time to time; the version in effect at the time work is performed will apply to that work.

Questions and Contact

Questions about this Code or its application to specific circumstances should be directed to your Divcon point of contact or to Divcon’s Legal Department at legal@divconcontrols.com.