AMENITIES CLUB LIFE MEETINGS & EVENTS MEMBERSHIP or-logo Vendor Code of Conduct Code of Conduct for Vendors and Contractors of Ocean Reef Club, Inc. INTRODUCTION This Code of Conduct has been prepared to describe the Club’s expectations regarding the conduct of all individuals who perform work for the Club. This Code of Conduct applies to all vendors and contractors (and their employees, subcontractors and agents) who provide services or goods to Ocean Reef Club. This Code of Conduct provides you with an easy-to-follow guide to the Club’s expectations. Each of you is responsible for your actions, as well as ensuring to the best of your ability that those with whom you work or subcontract abide by this Code of Conduct. It describes your responsibilities to the Club’s members and employees and other members of Ocean Reef community. The pages that follow are not intended to answer every question or address every situation that may arise, but they do offer important guidance for the work we do and information on where to go when you have questions or wish to report a concern. The Club encourages you to read this Code of Conduct carefully and ask questions, share ideas and provide feedback. At Ocean Reef Club, trust, transparency and confidentiality are essential to our work and our relationships with the individuals we serve, their families, our partners, our employees, and each other. RETALIATION PROHIBITED Ocean Reef Club will not tolerate any retaliation against anyone who makes a good faith report of a suspected violation of a law, regulation, policy or this Code of Conduct, or who cooperates in the investigation of such a report. Suspected or alleged retaliation must be reported so that the Club has an opportunity to look into it and address it as appropriate. As with any concerns under this Code of Conduct, you can report suspected retaliation to your Ocean Reef Club contact, or to any director or manager of Ocean Reef Club. ABOUT THIS CODE OF CONDUCT & YOUR RESPONSIBILITIES Ocean Reef Club has chosen to contract with you or your company to provide products or services, either directly to Ocean Reef Club or to the individuals we serve and their families. As part of your contract, Ocean Reef Club expects you to follow applicable laws, rules and regulations and this Code of Conduct in performing your responsibilities. It is essential that you take time to read and understand this Code of Conduct so you can: Render contracted services or goods in a manner that is consistent with Ocean Reef Club values and principles Know and follow ethical business practices Understand your responsibilities and contractual obligations to the individuals to whom we provide services Know when and how to bring to Ocean Reef Club’s attention possible violations of this Code of Conduct or questions about it In addition to this Code of Conduct, there may also be other documents you need to refer to and rely on when providing services under your agreement with Ocean Reef Club. For example, there may be a written agreement with Ocean Reef Club, regulations or standards related to the work that you do, and expectations that Ocean Reef Club has based on its contractual agreement with you. It is your responsibility to be familiar with all of the standards that govern the services you provide to or under agreement with Ocean Reef Club. WHAT HAPPENS IF I VIOLATE THE CODE OF CONDUCT? Suspected violations of this Code of Conduct or any provisions of your agreement with Ocean Reef Club will be reviewed and addressed as appropriate. When a violation of the Code of Conduct or your agreement has been identified, it may constitute a material breach of your agreement with Ocean Reef Club. This may lead to termination of your contract, recoupment of payments made to you, and/or referral for criminal prosecution or civil action if appropriate. WHERE CAN I ASK QUESTIONS OR REPORT CONCERNS? If you have any questions about this Code of Conduct, or wish to report a possible violation of the Code of Conduct, the best place to start is your Ocean Reef Club contact. If for any reason that is not practical or comfortable, please speak with any Ocean Reef Club director or manager. REFERRALS Ocean Reef Club expects that you will not accept, offer or participate in any fraud, kickbacks, bribes or other arrangements designed to induce referrals or business. LEGAL INQUIRIES If you receive an inquiry, subpoena or other legal document regarding services you provide to Ocean Reef Club or the individuals it serves, please immediately notify your Ocean Reef Club contact, so that we can ensure that appropriate confidentiality and other considerations are met. CREDENTIALS, LICENSING AND INSURANCE If your agreement with Ocean Reef Club requires that you have a particular credential or license, it is up to you to maintain that credential and/or license, and you must inform your Ocean Reef Club contact immediately if your credential or license becomes encumbered or restricted or is not renewed or maintained. When a required credential or license is renewed, you should provide a copy to your Ocean Reef Club or program contact. Contractors are responsible for ensuring that any employees, agents, or subcontractors assigned to perform services under the contract with Ocean Reef Club are in compliance with applicable federal and state employment and immigration laws and licensing requirements, and obtain and maintain all appropriate insurances (e.g., liability, workers’ compensation) for their workforces. BACKGROUND CHECKS Prior to delegating your work to an affiliate or entering into an agreement with any subcontractor, Ocean Reef Club reserves the right to conduct a background check to ensure that the individual performing the contracted-for services has the appropriate credentials. We also confirm that the individual is not precluded from providing services to Ocean Reef Club as a result of, for example, a disqualifying criminal record. MAINTAIN FINANCIAL INTEGRITY Every vendor or contractor is expected to conduct business on behalf of Ocean Reef Club with integrity, honesty and high moral standards. This includes truthfulness in billing, accounting, and financial reporting practices. Ocean Reef Club expects that you will document and bill accurately for services that are actually provided, and to comply with all laws and regulations related to documentation and billing practices. MAINTAIN CONFIDENTIALITY You are likely to be provided with or obtain confidential and/or private information about the Club and/or the individuals served by Ocean Reef Club. (In this Code of Conduct we are collectively referring to all of this as “Confidential Information.”) Confidential Information means any information, knowledge, or data of any nature and in any form (including information that is electronically transmitted or stored on any form of magnetic or electronic storage media) relating to the past, current, or prospective business or operations of Ocean Reef Club, that at the time or times concerned is not generally known to persons engaged in businesses similar to those conducted or contemplated by the Club, whether produced by the Club or any of its consultants, agents, or independent contractors, whether or not marked confidential, including without limitation information relating to the Club’s members, products and services, business plans, business acquisitions, processes, product or service research and development ideas, methods or techniques, training methods and materials, and other operational methods or techniques, quality assurance procedures or standards, operating procedures, files, plans, specifications, proposals, drawings, charts, graphs, support data, trade secrets, supplier lists, supplier information, purchasing methods or practices, distribution and selling activities, consultants’ reports, marketing and engineering or other technical studies, maintenance records, employment or personnel data, marketing data, strategies or techniques, financial reports, budgets, projections, cost analyses, price lists, formulae and analyses, employee lists, customer records, customer lists, customer source lists, proprietary computer software, and internal notes and memoranda relating to any of the foregoing. The following are some of the requirements you must follow regarding confidentiality in your relationship with Ocean Reef Club: You must not disclose or use Confidential Information for any purpose other than to provide services to or under agreement with Ocean Reef Club. This means that you should not share Confidential Information you receive about Ocean Reef Club with anyone outside Ocean Reef Club. Information regarding individuals receiving services from Ocean Reef Club is confidential and may be shared only in accordance with appropriate and specific authorization. You should take care not to discuss Confidential Information about the individuals we serve in public or in areas where others can overhear. You should not speak on behalf of Ocean Reef Club in any public forum (including Internet blogs and chat forums) or to any media outlet. This does not limit your ability to speak publicly using only your name on issues related to yourself and the work you do. Any written Confidential Information should be maintained appropriately and not visible to anyone without a right (i.e. appropriate and specific release) to know the information. You should not post on the Internet (including any social networking site) any names or photographs/videos of individuals to whom you provide services on our behalf without specific written authorization from the individual. You should not email Confidential Information to anyone unless it is encrypted. Where you must send unencrypted information electronically, you should not use any names of individuals served by you or Ocean Reef Club (you may want to use initials, for example). You should password-protect any electronic documents containing Confidential Information that you store on or access from your computer. The marks for “Ocean Reef”, “Ocean Reef Club”, and their related logo are the sole and exclusive property of the Club and no use of same (whether in print, electronic communications, or otherwise) shall be made without the prior written consent of the Club, which can be withheld in the Club’s unrestricted discretion. You shall not take or publish in any medium any photographs or audio or video recordings of the Club, it property or members, guests or employees, or any persons or property in Ocean Reef, without the prior written consent of the Club, which can be withheld in the Club’s unrestricted discretion. Audio, photos or videos made by, on behalf of, or with the permission of the Club shall be the sole property of the Club and may be used by Ocean Reef Club for all lawful purposes. You may not take or publish in any medium any audio or video or photographic reproduction of any resident, member or guest, or any of their property on any property owned by the Club, unless the permission of the resident, member or guest is first obtained. Enforcement of the foregoing may be effectuated through personnel and staff of the Club, the Public Safety Department of ORCA and the Monroe County Sheriff’s Department. Enforcement may include, but shall not be limited to, such person being required to immediately leave the Club’s facilities, the obtainment of legal or equitable relief from a court of competent jurisdiction, and the confiscation of any audio, video or photographic instruments, equipment or materials used by, or intended to be used by, the offending individual. Vendors and contractors acknowledge that all employees, agents, servants, representatives or subcontractors of the vendor or contractor are subject to and must comply with all Ocean Reef Community Association (ORCA) rules and regulations when entering the Ocean Reef community. This includes ORCA’s rules and regulations relating to front gate access. Employees, agents, servants, representatives or subcontractors of all vendors and contractors may be required to submit to a background check prior to being granted gate access and allowed into the community. You may only work in the designated space for your work and may not wander around the Club or visit any other areas. Inappropriate disclosure of Confidential Information could lead to termination of your contract with Ocean Reef Club, as well as possible legal action. If there is an unauthorized disclosure of Confidential Information, you should immediately inform your Ocean Reef Club contact. DRUGS AND ALCOHOL It is expected that there will be no unlawful use of drugs or alcohol in any location where services are provided to Ocean Reef Club or the individuals we serve. While the presence of alcohol, prescription drugs and over-the-counter medications may be permissible in a service setting, all alcohol/drug storage and use must be lawful, and must comply with applicable laws and licensing requirements. DISCRIMINATION PROHIBITED The Club provides services that are non-discriminatory to individuals regardless of race, ethnicity, national origin, age, gender, sexual orientation, religion, disability, or any other status that may be protected under applicable law. Any incident or situation that you believe involves possible discrimination should be brought to the immediate attention of your company and Ocean Reef Club contact. PROMOTE A DIVERSE AND RESPECTFUL WORK ENVIRONMENT When you are working under agreement with Ocean Reef Club, you are expected to be sensitive to the concerns, values and preferences of others, and behave in a manner that supports and promotes a diverse and respectful environment. RESOLVE CONFLICTS We strive to have open communication and address problems in a mutually respectful way, taking into account individual situations. AVOID AND DISCLOSE POTENTIAL CONFLICTS OF INTEREST You should avoid any actions that may involve, or may appear to involve, a conflict of interest with the products or services you provide to or under agreement with Ocean Reef Club. You should disclose to your Ocean Reef Club contact any situation where a conflict of interest may arise involving you or your immediate family. A conflict of interest may arise when you or someone you associate with in your independent business: Allow private interests, whether personal, financial or of any other sort, to conflict or appear to conflict with your professional responsibilities. You must not, for example, have a financial, romantic, sexual or other inappropriate personal relationship with an individual served by Ocean Reef Club. Are a party to any other arrangement or circumstances, including family or other personal relationships, which might appear to or actually influence your behavior. Solicit or offer to provide services yourself or through your family member to an individual you provide services to under your agreement with Ocean Reef Club. For example, you should not refer someone you provide services to under your agreement with the Ocean Reef Club for services with yourself or a family member outside of Ocean Reef Club. DECISION TEST The following questions provide a good guideline for those in doubt about a specific course of conduct: Will my actions be ethical in every respect? Will my actions fully comply with the law and my agreement with Ocean Reef Club? Will my actions be questioned by my peers, family or the general public? How would I feel if my actions were reported in the newspaper? How would I feel if someone else acted in the same way? Will my actions appear to be proper? Will my actions be seen as fair? Potential conflicts can usually be resolved by using good judgment. You are encouraged to seek clarification of, and discuss questions about, potential conflicts by talking to your Ocean Reef Club contact. RELATIONSHIPS WITH GOVERNMENT REPRESENTATIVES Ocean Reef Club expects that you will not provide gifts or payments of any kind to any government representative or government employee while in the course of providing products or services under agreement with Ocean Reef Club. GIFTS AND GRATUITIES It is Ocean Reef Club’s position that neither we nor anyone with whom we do business gives, solicits or receives gifts or gratuities which are or appear to be in exchange for personal or professional advantage or gain. Reasonable small tokens from or to a third party may be acceptable, provided that they do not place you or the other party under any obligation, are not frequent, and would not be misconstrued by a reasonable person as a bribe. As a contractor or vendor, you should know that employees of Ocean Reef Club are only allowed to accept gifts of less than $100 in value from you before obtaining permission from a senior level leader in the organization. Moreover, during a time when you or your company is being considered for renewal or change to your agreement to provide services to Ocean Reef Club, any gift to an employee of Ocean Reef Club would be considered inappropriate. Business gratuities, where you invite an employee of Ocean Reef Club to join you at a non-work-related event, are acceptable so long as they are infrequent and otherwise don’t place our employee under any obligation to you or your company. THIRD PARTY HARASSMENT POLICY Our third party harassment policy aims to address harassment of Club employees. Ocean Reef Club will not tolerate harassment of Club employees, even if it means having awkward conversations with vendors or contractors or losing business. Ensuring our employees are safe in our workplace is a first priority for the Club. This policy applies to all vendors and contractors of Ocean Reef Club, and their employees, subcontractors and agents. We aim to protect every employee, intern or volunteer regardless of level, function, seniority, status or protected characteristics like race, gender and sexual orientation. Harassment is any kind of behavior that humiliates, victimizes or threatens a person, like directing racial slurs and making sexual advances. Even seemingly harmless actions, like calling an employee constantly outside work for non-emergencies and without prior agreement, can constitute harassment. Innuendos, veiled threats and inappropriate or offensive jokes are all included in our definition. The Club prohibits harassment of its employees. Suspected violations of this no harassment policy will be reviewed and addressed as appropriate. When a violation of the no harassment policy has been identified, it may constitute a material breach of your agreement with Ocean Reef Club. 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