As Division Manager of Sauer Mechanical (“Company”), I support The Company “Code of Business Ethics and Conduct (“Code”) and our commitment to ethical and legal standards of conduct. This Code shall provide the standards by which all Company employees are expected to carry out their daily responsibilities. It guides the way we treat our customers, vendors, and our fellow employees. Our goal is to conduct our business with excellence, integrity, and responsibility.

Employees may accept occasional meals and refreshments that are shared with the person who has offered to pay for the meal or entertainment, provided that:

• reasonable in nature
• reasonable in amount
• made in the proper course of business
• compliant with applicable law and Company policies and ethical standards

Representatives of The Company and Company employees have an obligation of loyalty to The Company. We expect Company representatives and employees to avoid any activity that might detract from or conflict with The Company’s interest.

Conflicts of interest arise when a person is involved in a private interest that can affect, in any way, the decisions he or she is responsible for making as an employee of The Company or a representative of The Company. Certain situations are particularly sensitive because perceptions of conflicts can sometimes be as damaging as real conflicts. Therefore, we must be careful to avoid even the appearance of a conflict of interest. The Company expects all Company representatives and employees to avoid any outside business or financial interest or other activity which may interfere with the proper performance of his or her responsibilities to The Company.
Any Company representative or employee who feels he or she may have knowledge of a conflict situation, actual or potential, should report all pertinent facts to his or her supervisor or the Ethics Compliance Officer.

You are personally responsible and accountable for the proper expenditure of funds and the use of Company property under your control including Company vehicles, accounts, and all funds and
property of customers under The Company’s custody. The Company’s property is not to be used for personal benefit, sold, loaned, given away, or otherwise disposed of, regardless of condition or value, without proper authorization. Persons spending or committing Company funds must be certain that the transaction is legal and properly documented and that The Company receives appropriate value in return.

Equipment and vehicles essential in accomplishing job duties are expensive and may be difficult to replace. When using property, employees are expected to exercise care, perform required maintenance, and follow all operating instructions, safety standards, and guidelines. Prompt reporting of damages, defects and the need for repairs could prevent deterioration of equipment and possible injury to employees or others.

All employees are prohibited from recruiting, harboring, transporting, or obtaining a person for labor or services through the use of force, fraud, or coercion.
Consequences for a violation of this policy include verbal warnings, written warnings, suspension, termination of employment, and/or legal action. Any employee who feels he or she may have knowledge of an actual or potential violation of this policy should report all pertinent facts to his or her supervisor or the Ethics Compliance Officer.

The sections of the Code listed below apply to personnel assigned to, working on, or providing back office support (i.e., estimating, drafting, clerical, etc.) to Federal government projects (i.e., projects for the U.S. Navy, U.S. Marine Corps, U.S. Army Corps of Engineers, Dept. of Defense,
General Services Administration, U.S. Air Force, etc.).

A variety of laws and regulations prohibit fraud and may be applicable on a wide range of company projects. These laws and regulations include, but are not limited to, the Civil and Criminal False Claims Act, the False Statements Act, the Anti-Kickback Act, the Truth in Negotiations Act, the Foreign Corrupt Practices Act, and the independent price determination provisions of the FAR. These laws generally prohibit making false representations that another person or entity relies upon to its detriment. To avoid committing fraud, company employees should always be honest when communicating with clients, vendors, suppliers, government agencies, subcontractors, or other persons. Company employees should also avoid making representations without having a clear and accurate understanding of the facts of a situation.

If you have any questions regarding what laws are applicable to a project or what to do to avoid potentially violating those laws, you should consult your supervisor, or the Ethics Compliance Officer and they will direct you to the appropriate resource. Employees with the following responsibilities should take added care in their compliance with common contract requirements:

It is imperative that employees disclose any material deviations from the requirements of a government contract and seek and obtain approval for any such deviation in goods or services supplied to the government. Delivery to the government of goods that have been made from lower quality materials, delivery of materials that have not been tested as required or providing foreign-made materials when domestic materials are required by the contract are fraudulent practices and shall not be condoned.

Employees must not accept or solicit competitor bid or proposal information, or source selection information pertaining to The Company’s own or others’ bids or proposals before the award of a Federal agency procurement contract to which the information relates. After contract award, requests for source selection information or bid or proposal information must only be submitted through proper channels to persons with proper authority to consider and grant such requests.

Contractor bid or proposal information is information submitted to a Federal agency in connection with a bid or proposal, including cost or pricing data, indirect costs and direct labor rates, proprietary information, and other information marked by the contractor as “contractor bid or proposal information.” Source selection information is information not previously made available to the public that is prepared for use by a Federal agency in evaluating a bid or proposal, such as bid or proposal prices, source selection plans, technical evaluation plans and the results of technical evaluations or proposals, cost or price evaluations of proposals, competitive range determinations, rankings of bids or proposals, and reports and evaluations of source selection panels, boards, or advisory councils.

No employee or company representative may use Federal appropriated funds to pay any person for influencing or attempting to influence an officer or any employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions.

If you have any questions as to whether a payment violates this policy, please contact your supervisor or the Ethics Compliance Officer and he or she will direct you to the appropriate resource.

If you are performing on a government contract that involves access to information that is classified as “Confidential,” “Secret,” “Top Secret,” “Controlled Unclassified Information (CUI)”, or “Federal Contracting Information (FCI)” you are required to comply with additional security requirements imposed by the Federal government. If you have any questions regarding how to handle confidential or proprietary information, please contact your supervisor or the Ethics Compliance Officer.

If The Company decides to consider a “covered DoD official” for future employment within two years after that official leaves DoD service, The Company shall not provide compensation to that official unless The Company has first determined that the official has received, or has requested at least 30 days prior to receiving compensation from The Company, a written opinion from the appropriate DoD ethics counsel regarding the applicability of post-employment restrictions as required by DFARS 203.171. “Covered DoD official” is defined as set forth in DFARS 252.203-7000(a).

Employees on Covered Contracts must certify to their receipt and acknowledgement of the “Code of Business Ethics and Conduct,” the “Code of Business Ethics and Conduct – Addendum: Ethics and Compliance Policies for Federal Projects,” upon receipt and review of these policies, and the “Ethics and Compliance Training ” upon receipt and completion of the training. Employees on Covered Contracts will be required to acknowledge these provisions periodically.

• Air Travel – Domestic travel will normally be in coach class, unless first class upgrades are available to you at no cost to the Company.
• Travel by Automobile – When personal vehicles are used for Company business, reimbursement for mileage will be governed by the current Company Policy. In cases where you drive your personal automobile from one location to another and then use it for daily commuting from a place of temporary residence to a fixed work location, the Company will reimburse mileage between the two cities but will not reimburse mileage for daily commuting. If you receive a car allowance from the Company, mileage will be reimbursed in accordance with Sauer’s Policy.
• Taxi/Limousine/Car Rental – Reasonable and necessary taxi and limousine fare and car rental expenses will be reimbursed. Employees traveling alone should rent a compact car. Cars should be rented from vendors with whom the Company has corporate discounts.

Traveling expenses are to be reported on at least a monthly basis on an itemized expense report form for approval by your Supervisor. You must attach a receipt for all expenses.