Code of Ethics and Standards of Conduct

Ethics Philosophy

Long-term successful personal and professional relationships depend upon honesty and trustworthiness. ARA has historically promulgated two fundamental principles that underpin our fundamental philosophy on ethics. The first is that ARA insists on "frank, open, and ethical dealings with each other, with our clients, and with our subcontractors." This statement implies, and herein is explicitly broadened, to encompass all organizations and individuals with which we interact and/or do business, including all auditors, auditing agencies, and the communities in which our staff and offices reside. The second principle is that ARA insists on "corporate and individual acceptance of responsibility." The word "individual" includes management and staff. If problems with our conduct and/or performance arise, we honestly admit our failings, deal with them, and fix them. We do not cover up problems nor do we tolerate those that might try to do so.

Ethics Responsibilities

The Board of Directors has affirmed ARA's commitment to ethical principles and behavior and has directed management to assure that strong ethical requirements permeate the ARA culture.

Management at all levels are responsible for reinforcing ARA's dedication to ethical conduct and must create a work environment that supports ARA's ethical principles. Managers will ensure a workplace that is free of harassment, that is safe and healthy, and that is drug and alcohol free. The actions and conduct of managers will represent ethical principles through their day-to-day behavior and decisions. They will train their staff in ethics requirements and they will deal fairly and forthrightly with ethical issues. Retaliation for suspected ethical violations, reported in good faith, is forbidden.

All ARA employees and directors will receive annual Ethics and Standards of Conduct training. New employees will receive this training within one month of hire date.

Staff at all levels is responsible for understanding ethics requirements, abiding by them, and reporting breaches to person(s) designated in this policy.

Some Specific Requirements

Ethical behavior means behavior based on right or good conduct. Ethical behavior should cover every aspect of the lives of ARA management and staff but, specifically, ethical behavior must be observed in every aspect of ARA's activities including dealings within the company, with clients, with advisors, with subcontractors and suppliers, with all government agencies that maintain oversight on our activities, and with the communities in which our offices reside.

Some specific areas that demand ethical conduct include:

Integrity in accounting and contracting including timely and accurate allocation of labor and other costs to appropriate project and indirect accounts.

Full, accurate, and timely disclosure of financial, accounting, and other data as required by oversight organizations, financial institutions, the Board of Directors, and other affected authorized parties.

Avoidance of conflicts of interest between personal and professional interests including avoidance of conflicts between outside ownership or employment and ARA interests.

Avoidance of acceptance and/or granting of gratuities of significant value with the purpose or appearance of influencing decisions or being influenced.

Maintaining confidentiality on information entrusted to individuals by ARA or its customers or its suppliers, except when authorized.

Safeguarding property, both physical and intellectual, of ARA, its clients, and suppliers from theft, loss, and/or misuse.

ARA also has a written policy on Anti-Harassment which specifically forbids sexual harassment and provides complaint procedures.

Standards of Conduct

Federal law requires that transactions related to the expenditure of public funds be conducted in a manner above reproach and with complete impartiality. Government contractors are expected to maintain high standards of conduct. While the general rule is to avoid any action that could create a perception of dishonesty or preferential treatment, our Government contracts set forth a number of specific prohibitions and restrictions. These are identified in the attachment along with applicable statutory or regulatory references. Any question or request for guidance in a particular situation should be referred to the Vice President, Contracts.

Government contractors are required to adopt standards of conduct and to establish internal controls and self-policing to ensure that operations are conducted with the highest degree of integrity and honesty. The internal control system shall establish standards and procedures to facilitate timely discovery of improper conduct and ensure corrective measures are promptly and appropriately executed.

Reporting Suspected Improper Conduct

Reports should be made to any supervisor, manager, principal, the ARA Compliance Officer, to the Audit Committee of the Board of Directors, or to ARA's independent internal auditors via ARA's internal fraud and abuse hotline (telephone number listed on the ARA Intranet). The poster for the Department of Defense hotline for reporting fraud, waste, and abuse is located on ARA office bulletin boards as well as on the ARA Intranet. Any report will be treated on a confidential basis.

ARA will make timely reports to Government officials of any credible evidence that a principal, employee, or subcontractor has committed a violation of law or other irregularity in connection with Government contracts and will fully cooperate in any subsequent investigations. Any corrective actions will be promptly carried out.

Restrictions and Prohibited Practices

Fraud – 18 U.S.C. 1031 – Complete truthfulness is required in representations, claims, certifications, contract performance and all actions undertaken for the Government.

False Claims – 31 U.S.C. 3729 – Prohibits knowing submission of an inflated claim, or falsified statement, record, document or certification under a Government contract.

Defective Pricing – 10 U.S.C. 2306 – Part of the Truth in Negotiations Act requiring that cost or pricing data submitted to the Government is current, accurate and complete.

Bribery and Gratuities – 10 U.S.C. 2207 – Prohibits offering anything of value to a Government employee.

Personal Conflict of Interest – 18 U.S.C. 201 – Prohibits Government employees from using public office for personal gain or providing preferential treatment to anyone.

Organizational Conflict of Interest – Public Law 100-463 – Prohibits a contractor from obtaining an unfair competitive advantage as a result of technical assistant or proprietary data provided to the Government.

Procurement Integrity Violations – 41 U.S.C. 423 – Generally includes offers of future employment or gratuities to a Government official in an attempt to influence, or soliciting proprietary or source selection sensitive information from a Government official.

Buying-In – FAR 3.501 – Policy addressing submission of an offer at a price below cost with the future expectation of excessively priced change orders or follow-on contracts.

Kickbacks – 41 U.S.C. 51 – Prohibits paying or receiving any sort of compensation as an inducement to, or acknowledgment for, award of a subcontract under a prime contract.

Contingent Fees – 10 U.S.C. 2306 – Prohibits payment of a fee contingent on the degree of success a representative has in securing Government contracts for the client.

Antitrust Violations – 10 U.S.C. 2305 – Prohibits numerous practices dealing with price fixing, collusion, restraint of competition or trade, sharing business, and bid-rigging such as follow-the-leader pricing, rotated low bids or other forms of collusion.

Lobbying & Campaign Contribution Restrictions – 2 U.S.C. 4441 – Government contractors are prohibited from making contributions to any campaign for federal office.

Payment of Appropriated Funds to Influence Federal Transactions – 31 U.S.C. 1352 – Using appropriated contract or grant funds in an attempt to influence Government officials is prohibited.

Whistleblower Protection for Contractor Employees – 10 USC 2409 – Government contractors shall not discharge, demote, or discriminate against an employee as a reprisal for reporting a violation of law related to a contract.

Contractor Code of Business Ethics and Conduct – FAR 52.203-13 – Contractors shall properly prevent, detect, and report criminal behavior, implement a written ethics and standards of conduct program, and institute suitable compliance programs and internal control systems to ensure good business ethics are enforced.