Megawatt Electric LLC – Code of Business Ethics and Conduct

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1. Purpose
   1. Quality and Integrity
      1. Megawatt Electric LLC (“MW”) is committed to performing with excellence at all levels of its organization and to conducting its business with the highest degree of integrity and honesty in accordance with all applicable federal, state, and local laws. MW’s reputation is one of its most important assets, and through adoption of this Policy, MW is documenting in writing its standard of conduct with the intention of preserving and strengthening its reputation for ethical conduct, integrity, skill, and responsibility in its dealings with others and complying with FAR subpart 3.10, a copy of which is provided at Attachment 1.
   2. General Requirements
      1. Employees are required to comply with this policy
         1. MW expects every employee to review and understand this policy and to strictly comply with these requirements and applicable federal, state and local law. Employees are never authorized to violate these laws.
      2. Employees are required to familiarize themselves with applicable laws and regulations
         1. In many instances, MW’s work and actions are governed by specific contractual requirements. In addition, many of these items (and others) are specifically governed by state or local law. A list of potentially applicable federal law is attached hereto at Attachment 2 and Attachment 3 and potentially applicable Alaska state law is attached hereto at Attachment 4. MW’s employees are required to familiarize themselves with these requirements as they are applicable.
      3. Employees are required to ask about the policy and its requirements
         1. If an employee is uncertain as to his or her obligations in a specific instance, or unclear as to whether certain conduct is authorized or appropriate, the employee is expected to inquire of management as described further below.
      4. Employees are required to report violations of this Policy
         1. Employees are required to report any actual or suspected violations of this Policy or applicable laws, as further described below. While these reports may be made anonymously and/or confidentially, the reports will be investigated as described below.
      5. Employees are required to conform to these ethical standards
         1. Employees are required to conform their conduct to the highest standards of ethical conduct. There are numerous laws and regulations which governMW’s work. Some of these laws and regulations are the same on all projects; others are different depending on the owner and its specific requirements. In all of these contracts, it is MW’s goal to perform its work to the highest level and to ensure that all conduct byMW and its employees conforms to the ideals of honesty and integrity. This requirement plays into many functions of the work at various levels, including but not limited to:
            • ensuring the work meets the quality requirements of the contract and applicable laws and regulations;
            • ensuring the quality of the documentation of the work meets the requirements of the contract and applicable laws and regulations;
            • ensuring all MW employees deal fairly with others;
            • ensuring all MW employees avoid improper efforts to influence others;
            • ensuring all MW employees avoid conflicts of interest;
            • ensuring all MW employees comply with competitive rules;
            • ensuring all MW employees act appropriately in regards to political and fundraising activities;
            • ensuring all MW employees avoid discriminatory or harassing behavior;
            • ensuring that MW employees maintain a safe work place environment;
            • ensuring all MW employees comply with environmental regulations; and
            • ensuring all MW employees with the authority to make certifications of any nature, including but not limited to certifications regarding the quality or nature of the work performed by MW, the appropriateness of pricing information provided by MW, and MW’s entitlement to payment for a specific item, do so appropriately, consistent with the requirements of any such certification.

III.            Risk of Violations

1. Violating any of these standards is very serious and can result in severe remedies being imposed on both the employee(s) and MW
   1. Failure to comply with this Policy may result in disciplinary action, including termination of any individual’s employment. Serious violations may also subject the company and the violator to serious civil or criminal liability under various federal, state and local laws.
   2. Federal liabilities. At a federal level, these remedies may include:
      • Criminal liability, with the possibility of both imprisonment and fines (See Attachment 2);
      • Civil liability, including damages, fines, and forfeitures (See Attachment 2);
      • Suspension or debarment of MW (see Attachment 5);
      • Contractual liabilities, including damages and termination for default; and
      • Removal and discipline, up to and including termination, of employees who violate these standards.
   3. State liabilities. Liabilities may be slightly different state by state, but will typically be similar to the federal items listed above.

IV. Implementation

1. Ethics Compliance Officer
   1. The Ethics Compliance Officer is responsible for day-to-day enforcement of MW’s Ethics Policy regarding overall conduct of the company’s Management Team, employees, agents and other representatives. The designation of the Ethics Compliance Officer and a more complete description of the Ethics Compliance Officer’s responsibilities are set forth at Attachment 6. The President is responsible for oversight of the Ethics Compliance Officer’s performance and conduct.
2. Ethics Compliance Committee
   1. The Ethics Compliance Committee reviews information and reports provided by the Ethics Compliance Officer, as well as making recommendations as appropriate for changes to this Policy and any related plans. The members of the Ethics Compliance Committee are selected by the officers of the company. The initial Committee members are identified in Attachment 7.
3. Prevention
   1. MW is committed to ensure that its employees and management have access to resources needed to address questions regarding compliance with this code before a violation occurs. Employees are to certify their receipt of this Policy and their commitment to comply with it in the form attached at Attachment 10.
   2. Employees with questions regarding application of this Policy should first contact their supervisor, or the Ethics Compliance Officer for guidance before action is taken that may violate MW’s Ethics Policy.
   3. For questions or reporting call the home office at 907-277-6047 or email tpotter@megawattelectric.com. Anonymous reporting can be done through the MW Ethics Hotline 1-888-909-4522 or send an anonymous e-mail message via a link found at www.megawattelectric.com/ethics.
4. Training
   1. MW maintains a training program appropriate for the work currently under contract. The initial training program acknowledgement is attached hereto at Attachment 8. Employees are expected to attend and participate in those trainings as outlined within the program.
5. Responsibility
   1. Self-monitoring is key to MW’s Ethics Policy. All MW employees must report all known and suspected unethical or illegal conduct. Reports must be made to either the Ethics Compliance Officer or the employee’s direct supervisor or the MW Ethics Hotline (by either phone or email). Failure to report known wrongful activity is itself a violation of this Policy.
   2. Management or employees concerned about whether their own conduct is unethical or illegal are required to immediately disclose such activity to their direct supervisor or the Ethics Compliance Offic
   3. Management and employees who are concerned about directly reporting such wrongful activity to their supervisor or the Ethics Compliance Officer may call the anonymous MW Ethics Hotline 1-888-909-4522 or send an anonymous email message via a link found at www.megawattelectric.com/ethics.
   4. Supervisors receiving reports of possible violations from subordinates shall provide prompt notice to the Ethics Compliance Officer, who shall be responsible for determining the appropriate response and coordinating any subsequent investigation in cooperation with the supervisor.
6. No retaliation
   1. Any retaliation against any employee who in good faith reports a violation or suspected violation of this Policy is strictly forbidden. Such retaliation is itself considered violation of MW’s Ethics Policy.
7. Investigation
   1. The Ethics Compliance Officer, upon receipt of a report or complaint alleging a violation of this Policy, shall immediately authorize an investigation. This investigation shall be conducted by the Ethics Compliance Officer or her designee. The Ethics Compliance Officer shall keep the Ethics Compliance Committee apprised of the investigation and shall provide a written report at the conclusion of the investigation to the Ethics Compliance Committee.
   2. MW will respect the confidentiality of any report or complaint as much as possible, consistent with MW’s legal obligations and the necessity to investigate any allegation that this Policy has been violated.
   3. The investigation may consist of personal interviews and any other method or review as the Ethics Compliance Officer or her designee deems appropriate.
   4. MW may take immediate steps, at its discretion, to protect against any risk of violation it discovers in the course of its investigation.

H.    Enforcement

1. Employees who violate this Policy may be subject to discipline, up to and including termination.

1. Timely Disclosure
   1. MW will make timely written disclosure of any violations of this Policy as required by applicable federal, state or local law. The President will be responsible for the submission of this disclosure.
2. Attachments
   1. Attached to this policy are copies of the following items:
      1. Attachment 1, FAR Subpart 3.10; FAR 52.203-13; FAR 25.203-14
      2. Attachment 2, Federal Anti-Fraud/False Claims Laws
      3. Attachment 3, Contractor Certifications & Representations
      4. Attachment 4, Alaska State Procurement Laws
      5. Attachment 5, Rules on Debarment
      6. Attachment 6, Designation of Ethics Compliance Officer and Description of Responsibilities
      7. Attachment 7, Identification of Ethics Compliance Committee members
      8. Attachment 8, Training Program
      9. Attachment 9, Acknowledgement of Training/ Orientation
      10. Attachment 10, Employee Compliance Certification

ATTACHMENT 1

FAR Subpart 3.10; FAR 52-203-13; FAR 52.203-14.

 48 C.R.F. Subpart 3.10 Contractor Code of Business Ethics and Conduct (FAR Supart 3.10)

3.1000 Scope of subpart

This subpart prescribes policies and procedures for the establishment of contractor codes of business ethics and conduct, and display of agency Office of Inspector General (OIG) fraud hotline posters.

3.1001 Definitions

United States, as used in this subpart, means the 50 States, the District of Columbia, and outlying areas.

3.1002 Policy

(a) Government contractors must conduct themselves with the highest degree of integrity and honesty.

(b) Contractors should have a written code of business ethics and conduct. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program and an internal control system that–

(1)  Are suitable to the size of the company and extent of its involvement in Government contracting;

(2)  Facilitate timely discovery and disclosure of improper conduct in connection with Government contracts; and

(3)  Ensure corrective measures are promptly instituted and carried out.

3.1003 Mandatory requirements.

(a) Requirements. Although the policy in Section 3.1002 applies as guidance to all Government contractors, the contractual requirements set forth in the clauses at 52.203-13, Code of Business Ethics and Conduct, and 52.203- 14, Display of Hotline Poster(s), are mandatory if the contracts meet the conditions specified in the clause prescriptions at 3.1004.

(b) Fraud Hotline Poster

(1)  Agency OIGs are responsible for determining the need for, and content of, their respective agency OIG fraud hotline poster(s).

(2)  When requested by the Department of Homeland Security, agencies shall ensure that contracts funded with disaster assistance funds require display of any fraud hotline poster applicable to the specific contract. As established by the agency OIG, such posters may be displayed in lieu of, or in addition to, the agency’s standard poster.

3.1004 Contract Clauses

Unless the contract is for the acquisition of a commercial item under part 12 or will be performed entirely outside the United States–

(a) Insert the clause at FAR 52.203-13, Contractor Code of Business Ethics and Conduct, in solicitations and contracts if the value of the contract is expected to exceed $5,000,000 and the performance period is 120 days or more.

(b)  (1)  Insert the clause at FAR 52.203-14, Display of Hotline Poster(s), if–

(i)         The contract exceeds $5,000,000 or a lesser amount established by the agency; and

(ii)        (A)       The agency has a fraud hotline poster; or

(B)       The contract is funded with disaster assistance funds.

(2)  In paragraph (b)(3) of the clause, the contracting officer shall–

(i)         Identify the applicable posters; and

(ii)        Insert the website link(s) or other contact information for obtaining the agency and/or Department of Homeland Security poster.

(3)  In paragraph (d) of the clause, if the agency has established policies and procedures for display of the OIG fraud hotline poster at a lesser amount, the contracting officer shall replace “$5,000,000” with the lesser amount that the agency has established.

Current through August 7, 2008; 73 FR 45885

(END OF CLAUSE)

48 C.F.R. 52-203-13 (FAR 52-203-13)

(a)     Definition

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b)     Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall–

(i)         Have a written code of business ethics and conduct; and

(ii)        Provide a copy of the code to each employee engaged in performance of the contract.

(2)        The Contractor shall promote compliance with its code of business ethics and conduct.

(c)        Awareness program and internal control system for other than small businesses. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract. The Contractor shall establish within 90 days after contract award, unless the Contracting Officer establishes a longer time period-

(1)        An ongoing business ethics and business conduct awareness program; and

(2)        An internal control system.

(i)         The Contractor’s internal control system shall—

(A)       Facilitate timely discovery of improper conduct in connection with Government contracts; and

(B)       Ensure corrective measures are promptly instituted and carried out.

(ii)        For example, the Contractor’s internal control system should provide for–

(A)       Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business ethics and conduct and the special requirements of Government contracting;

(B)       An internal reporting mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports;

(C)       Internal and/or external audits, as appropriate; and

(D)       Disciplinary action for improper conduct.

(d)       Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days, except when the subcontract—

(1)        Is for the acquisition of a commercial item; or

(2)        Is performed entirely outside the United States.

(END OF CLAUSE)

48 C.F.R. 52-203-14 (FAR 52-203-14)

(a)        Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b)        Display of fraud hotline poster(s). Except as provided in paragraph (c)–

(1)        During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites—

(i)         Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii)        Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2)        Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3)        Any required posters may be obtained as follows.

(Contracting Officer shall insert–(i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster); and (ii) The website(s) or other contact information for obtaining the poster(s).)

(c)        If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d)       Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract–

(1)        Is for the acquisition of a commercial item; or

(2)        Is performed entirely outside the United States.

(END OF CLAUSE)

ATTACHMENT 2

FEDERAL ANTI-FRAUD/FALSE CLAIMS LAWS

Criminal Statutes

Civil Statutes

ATTACHMENT 3

CONTRACTOR CERTIFICATIONS & REPRESENTATIONS

ATTACHMENT 4

ALASKA STATE PROCUREMENT LAWS

ATTACHMENT 5

RULES ON DEBARMENT

FAR 9.406-2  Causes for Debarment

The debarring official may debar—

(a)  A contractor for a conviction of or civil judgment for—

(1)     Commission of fraud or a criminal offense in connection with—

(i)      Obtaining;

(ii)     Attempting to obtain; or

(iii)    Performing a public contract or subcontract.

(2)     Violation of Federal or State antitrust statutes relating to the submission of offers;

(3)     Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property;

(4)     Intentionally affixing a label bearing a “Made in America” inscription (or any inscription having the same meaning) to a product sold in or shipped to the United States or its outlying areas, when the product was not made in the United States or its outlying areas (see Section 202 of the Defense Production Act (Public Law 102-558)); or

(5)     Commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of a Government contractor or subcontractor.

(b)  (1)     A contractor, based upon a preponderance of the evidence, for any of the following—

(i)      Violation of the terms of a Government contract or subcontract so serious as to justify debarment, such as—

(A)    Willful failure to perform in accordance with the terms of one or more contracts; or

(B)    A history of failure to perform, or of unsatisfactory performance of, one or more contracts.

(ii)     Violations of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690), as indicated by—

(A)    Failure to comply with the requirements of the clause at 52.223-6, Drug-Free Workplace; or

(B)    Such a number of contractor employees convicted of violations of criminal drug statutes occurring in the workplace as to indicate that the contractor has failed to make a good faith effort to provide a drug-free workplace (see 23.504).

(iii)    Intentionally affixing a label bearing a “Made in America” inscription (or any inscription having the same meaning) to a product sold in or shipped to the United States or its outlying areas, when the product was not made in the United States or its outlying areas (see Section 202 of the Defense Production Act (Public Law 102-558)).

(iv)    Commission of an unfair trade practice as defined in 9.403 (see Section 201 of the Defense Production Act (Pub. L. 102-558)).

(v)     Delinquent Federal taxes in an amount that exceeds $3,000.

(A)    Federal taxes are considered delinquent for purposes of this provision if both of the following criteria apply:

(1)     The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(2)     The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(B)    Examples.

(1)     The taxpayer has received a statutory notice of deficiency, under I.R.C. §6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(2)     The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. §6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(3)     The taxpayer has entered into an installment agreement pursuant to I.R.C. §6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(4)     The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(vi)    Knowing failure by a principal, until 3 years after final payment on any Government contract awarded to the contractor, to timely disclose to the Government, in connection with the award, performance, or closeout of the contract or a subcontract thereunder, credible evidence of—

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

(B)    Violation of the civil False Claims Act (31 U.S.C. 3729-3733); or

(C)    Significant overpayment(s) on the contract, other than overpayments resulting from contract financing payments as defined in 32.001.

(2)     A contractor, based on a determination by the Secretary of Homeland Security or the Attorney General of the United States, that the contractor is not in compliance with Immigration and Nationality Act employment provisions (see Executive Order 12989, as amended by Executive Order 13286). Such determination is not reviewable in the debarment proceedings.

(c)  A contractor or subcontractor based on any other cause of so serious or compelling a nature that it affects the present responsibility of the contractor or subcontractor.

FAR 9.407-2  Causes for suspension

(a)     The suspending official may suspend a contractor suspected, upon adequate evidence, of—

(1)     Commission of fraud or a criminal offense in connection with—

(i)      Obtaining;

(ii)     Attempting to obtain; or

(iii)    Performing a public contract or subcontract.

(2)     Violation of Federal or State antitrust statutes relating to the submission of offers;

(3)     Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property;

(4)     Violations of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690), as indicated by—

(i)      Failure to comply with the requirements of the clause at 52.223-6, Drug-Free Workplace; or

(ii)     Such a number of contractor employees convicted of violations of criminal drug statutes occurring in the workplace as to indicate that the contractor has failed to make a good faith effort to provide a drug-free workplace (see 23.504);

(5)     Intentionally affixing a label bearing a “Made in America” inscription (or any inscription having the same meaning) to a product sold in or shipped to the United States or its outlying areas, when the product was not made in the United States or its outlying areas (see Section 202 of the Defense Production Act (Public Law 102-558));

(6)     Commission of an unfair trade practice as defined in 9.403 (see section 201 of the Defense Production Act (Pub. L. 102-558));

(7)     Delinquent Federal taxes in an amount that exceeds $3,000. See the criteria at 9.406-2(b)(1)(v) for determination of when taxes are delinquent;

(8)     Knowing failure by a principal, until 3 years after final payment on any Government contract awarded to the contractor, to timely disclose to the Government, in connection with the award, performance, or closeout of the contract or a subcontract thereunder, credible evidence of—

(i)      Violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code;

(ii)     Violation of the civil False Claims Act (31 U.S.C. 3729-3733); or

(iii)    Significant overpayment(s) on the contract, other than overpayments resulting from contract financing payments as defined in 32.001; or

(9)     Commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of a Government contractor or subcontractor.

(b)     Indictment for any of the causes in paragraph (a) of this section constitutes adequate evidence for suspension.

(c)     The suspending official may upon adequate evidence also suspend a contractor for any other cause of so serious or compelling a nature that it affects the present responsibility of a Government contractor or subcontractor.

ATTACHMENT 6

DESIGNATION OF ETHICS COMPLIANCE OFFICER

1. Designation
   1. Megawatt Electric LLC hereby designates Tamara Potter as its Ethics Compliance Officer. Ms. Potter can be reached at the following:

Megawatt Electric LLC

510 W. Fireweed Lane

Anchorage, AK 99503

(907) 277-6047

Fax (907) 277-6003 (NOT CONFIDENTIAL)

juding@megawattelectric.com

1. Responsibilities
   1. The company’s Ethics Compliance Officer is the company’s ethics and business practices coordinator. This person is the company’s first point of contact for all questions by employees and third parties, including governmentagencies and officials, regardingMW’s Ethics Policy and related practices.
      1. The Ethics Compliance Officer shall develop procedures necessary to implement and maintain compliance with this code and shall develop and maintain procedures to ensure compliance with the terms and conditions of all contract awards, this code, and all applicable federal, state and local laws.
      2. The Ethics Compliance Officer shall implement and maintain the MW Ethics Hotline and email system by which employees may report instances of improper conduct. Such systems shall provide for anonymous reporting. Instructions on how to make such reports shall be made readily available to all employees and should encourage reporting of all instances of improper conduct.
      3. The Ethics Compliance Officer shall cause a hotline poster conforming to FAR 52.203-14 to be displayed at common work areas and job sites involving performance under all federal contracts. The Ethics Compliance Officer shall also ensure that MW’s website display an electronic version of the hotline poster for the benefit of its employees.
      4. On an annual basis or as appropriate, the Ethics Compliance Officer may perform internal or external audits as necessary to maintain compliance with this code and special requirements imposed by any particular government contract.
      5. On an annual basis, MW’s Ethics Compliance Officer may provide a written report to the Compliance Committee regarding the status of MW’s compliance with terms and conditions of each federal contract held by the company during the current fiscal period. Such reports may also specifically address the status of the company’s compliance under this code including a summary of known investigations of potential wrongdoing and disciplinary actions taken.
      6. As appropriate, MW’s Ethics Compliance Officer may provide a written report to the Compliance Committee regarding the status of MW’s compliance with terms and conditions imposed on all other contracts held by the company, including those with various state and local governments, during the current fiscal period.
      7. MW’s employees receive formal training on this Policy and applicable laws governing compliance on an annual basis and as required by the Training Policy. Such training shall be provided by the Ethics Compliance Officer or legal counsel or their designees. Following completion of initial training, and on an annual basis thereafter, each member of management shall sign to affirm his or her commitment to comply with this Policy.
      8. The Ethics Compliance Officer shall make periodic training opportunities available to supervisors and employees to ensure compliance with this Policy and related internal reporting mechanisms. These opportunities may be offered in connection with other training events or meetings.
      9. The Ethics Compliance Officer shall ensure that all current and future employees are provided a copy of this Policy, and those employees shall certify receipt using the form provided in Attachment Ten.

ATTACHMENT 7

IDENTIFICATION AND ROLE OF ETHICS COMPLIANCE COMMITTEE

1. Identification of Ethics Compliance Committee members.
   1. The initial members of the Ethics Compliance Committee are:
      1. Tony Gongliewski;
      2. Tamara Potter; and
      3. Ed Harris.
   2. Role of Ethics Compliance Committee.
      1. The Compliance Committee shall have authority to engage accountants, consultants and legal counsel as needed to ensure the following:
         1. MW’s books and records of account are maintained in strict accord with General Accepted Accounting Principles;
         2. MW’s Management Team and employees maintain high standards of business integrity and honesty required by this Code of Ethics and Business Conduct;
         3. MW is in compliance with the terms and conditions of each contract and subcontract, regardless of source or amount; and
         4. MW’s operations are in compliance with all applicable laws and regulations.
      2. The Compliance Committee shall perform periodic reviews of MW’s business practices, procedures, policies, and internal controls for compliance with this code and special requirements of government contracting.

ATTACHMENT 8

TRAINING PROGRAM

1. MW. shall hold training for its management level employees at the roll out of this Policy and annually thereafter, or as otherwise necessary to ensure that management is kept informed of changes to the Policy or applicable laws.

2. MW shall hold initial training on all projects in excess of $5 million to provide training to the management and employees of those respective projects and to ensure they are familiar with the applicable requirements for the job.

3. MW shall provide ongoing training through use of already scheduled meetings, such as new hire orientation for jobsite employees and safety meetings, to continue raising awareness and discussion within MW of the ethical obligations of MW and its employees.

4. MW, through its Ethics Compliance Committee, shall continue to assess the needs for training within MW and shall provide such training as it deems appropriate.