Vendor Code of Business Conduct and Ethics
Last Modified: March 28, 2023
As an independent contractor, vendor or supplier (including you respective employees, officers and directors) (collectively, “you” or “Vendor” rendering services, products or supplies to Sylvan Road (including, Residential Services Holdings, LLC, Sylvan Road Capital, LLC, Sylvan Realty, LLC, Sylvan Road Renovations, LLC, Sylvan Homes, LLC, Sylvan Field Services, LLC, Sylvan Technologies, LLC, Sylvan Development, LLC and RSH Staffing, LLC and their affiliates, which are collectively referred to herein as “Sylvan Road” or the “Company”) or any of its clients, Sylvan Road expects you to conduct your business activities with integrity and fairness and in accordance with the highest ethical standards. We all deserve to work in an environment where we are treated with dignity and respect. Sylvan Road is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success.
This Vendor Code of Business Conduct and Ethics (“Code”) describes the behavior expected of you, as well as of your employees, agents and subcontractors. No code can cover all policies or laws, so if you have questions about any of the information in this code, or what is expected of you, please email [email protected]. You should alert Sylvan Road management whenever an illegal, dishonest, unethical or unsafe act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions. If you are unsure of the appropriate action, take advantage of Sylvan Road’s open door, informal environment and raise your concerns with management.
1. BUSINESS PRACTICES
Vendors of Sylvan Road and their representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with the Company. In addition to those obligations, all our vendors shall adhere to the business practices set forth in this code.
Accuracy, Reporting and Record Keeping: Vendors must honestly and accurately record and report all information and create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements. In particular, Vendors must timely provide accurate information regarding pricing, sources, materials, methods, change orders, work completed and invoicing through Sylvan Road’s identified methods and designated systems.
Bribes and Kickbacks: Vendors must never offer a bribe, kickback, bartering arrangement, goods, service, or any other incentive to anyone, including the Company’s employees, officers, trustees, or their families, to obtain or retain Sylvan Road’s business. Corruption, extortion, and embezzlement, in any form, are strictly prohibited. Vendors must not violate the Foreign Corrupt Practices Act (FCPA) anticorruption conventions, or applicable anti-money laundering and anti-corruption laws or regulations.
Confidentiality: Vendors shall not use, disclose, or communicate to, or use for the direct or indirect benefit of, any person, corporation, or other entity, other than the Company, any Confidential Information of the Company. Confidential Information means all non-public data of Sylvan Road, including: business plans, marketing plans, Company employee personal information, vendor and distribution lists, contacts, addresses, information about employees and employee relations, resident personal information, and intellectual property, legal, commercial, financial, pricing, asset-level information (including lockbox and other asset information) technical, or other information of the Company, unless required by law. Vendors may not outsource, disclose, share, or use Confidential Information outside the requirements defined in their contractual or nondisclosure agreement with Sylvan Road. Unauthorized disclosures could harm Sylvan Road, breach the Vendor contract or even be illegal. Vendors shall comply with all Sylvan Road’s requirements for maintenance of passwords, confidentiality, security, and privacy procedures as a condition of receiving access to the Sylvan Road internal corporate network, all systems, and all buildings. All data stored or transmitted on Company owned or leased equipment is to be considered private and is the property of Sylvan Road. Sylvan Road may monitor all uses of its corporate networks and all systems (including email and other social media platforms) and/or access all data stored or transmitted using the Company network. To avoid compromising any potential confidentiality, no Vendor is authorized to speak to the press or media about or on behalf of the Company without the express written consent of an authorized officer of the Company.
Conflicts of Interest and Avoiding Appearance of Impropriety: Vendors must avoid the appearance of, in addition to all actual, improprieties and/or conflicts of interest. When a Vendor or Vendor representative has a relationship with a Company employee, or a Company employee’s spouse, domestic partner, or other family member or relative or former employee, the Vendor must disclose the relationship and obtain Company approval prior to contract negotiations. If the Vendor becomes aware of a conflict after the commencement of services, the Vendor must immediately contact Sylvan Road at [email protected]. In addition, Vendors and their representatives shall not deal directly or indirectly with any Sylvan Road employee who holds, or whose spouse, domestic partner, or other family member or relative holds a significant financial interest in the Vendor. Interacting with such an employee, or spouse, domestic partner, or other family member or relative of such an employee, while negotiating or performing the Vendor agreement, is also prohibited.
Gifts and Entertainment: Vendors must limit gifts and entertainment to an employee, officer, or trustee of Sylvan Road (or their family members) to customary social or business amenities that do not place, or appear to place, the employee under an obligation to, or under the influence of, a Vendor. Any gift must have a value of less than $250. Any gift or entertainment that may compromise an employee, officer, or trustee’s judgment or business decision is forbidden. Cash, gift certificates, or other monetary instruments are prohibited and are not considered customary gifts. Any gifts and entertainment given or received must comply with all applicable laws.
Involvement with Vendors: Sylvan Road employees may directly conduct personal business with a Vendor only in the same manner and scope as is available to the public and in accordance with Company policies.
2. HUMAN RIGHTS
Sylvan Road expects each of its Vendors to support and respect the protection of human rights, including:
Fair Employment Practices: Sylvan Road is committed to equal opportunity in employment. The Company’s commitment to equal opportunity employment applies to all persons involved in the Company’s operations (including Vendors) and prohibits unlawful discrimination or harassment by any Vendor employee, including supervisors and co-workers. No applicants, residents or employees should be harassed or discriminated against because of race, religion,
color, creed, sex, sexual orientation, gender, sexual/gender identity, age, pregnancy, disability, national origin, citizenship, military or veteran status, marital status, genetic characteristic or information, ancestry, or any other characteristic protected by law.
Health and Safety: Vendors shall follow all applicable health and safety laws, regulations, and other governmental directives in the country in which it operates or any other location where production or work is undertaken to ensure a safe and healthy workplace for all personnel. At a minimum, Vendors should implement recognized workplace systems, procedures and controls for the health and safety of all personnel in compliance with nationally recognized standards and the requirements established by any organizations that regulate their activities.
Wages, Benefits, Working Hours: Vendors shall comply with all applicable state and federal wage and hour laws and regulations, including those relating to minimum wages, overtime hours, piece rates and other elements of compensation, and provide legally mandated benefits and insurance.
Underage and Forced Labor: Vendors shall not use any forced, bonded, or indentured labor or involuntary prison labor. All work, including overtime work, will be voluntary and workers should be free to terminate their employment. Vendors will not mandate that workers hand over government-issued identification, passports or work permits as a condition of employment. Vendors shall not engage in any practice of child labor and shall comply with all laws and regulations governing age minimums and employment restrictions based on age.
Sylvan Road expects each of its Vendors to minimize their impact on the environment. This includes:
Hazardous Materials: Vendors shall establish and maintain controls to eliminate hazardous substances and materials from products and services, and will promote the use of suitable alternatives, whenever practicable. Where substitution is not possible, Vendors will distribute information on product hazardous substances as well as appropriate handling instructions for safe end of life treatment and disposal. Vendors will comply with all regulatory, licensing and permit requirements with respect to handling, treatment and disposal of hazardous materials and regulated substances.
Pollution: Vendors shall investigate possible sources of known air, land, and water pollutants and to implement controls to prevent pollutant release in excess of environmentally prudent limits as dictated by local law and generally accepted environmental conservation standards.
Waste: Vendors shall establish and maintain controls designed to minimize the impact of waste throughout the supply chain, including as it relates to production and packaging of waste and end of life treatment of products, and encouraging recycling and reuse at all stages.
4. CUSTOMER MATTERS
Interaction with Sylvan Road Clients and Customers: At the beginning of a renovation or maintenance project, you should clearly identify yourself and your workmen, your company, that you are there to perform work on behalf of Sylvan Road. Any inquiries from a resident regarding the work being performed must be directed to your Sylvan Road contact. In the case of maintenance vendors responsible for setting an appointment with a Sylvan Road resident, if you are unable to get in touch with a resident within 24 hours of the project being assigned, you must alert your Sylvan Road contact.
You should never enter a customer’s home if an underage person is present without an adult.
Vendors must maintain utmost professionalism and courtesy at all times with interactions with clients and customers of Sylvan Road. Any questions or concerns from a Sylvan Road client regarding the products and services being provided on behalf of Sylvan Road must be directed to Sylvan Road. Vendors are not responsible for client communications and are not permitted to communicate with Sylvan Road clients regarding the products and services. Vendors shall promptly (same day) communicate any questions or concerns a client raises with regard to the products or services being provided.
Client Engagement of Vendors: Vendors may not contract directly with Sylvan Road customers or clients with respect to Sylvan Road projects. Vendor must refer any additional work requested by the customer that is not included on the existing scope of work to the Sylvan Project Manager.
5. MEDIA INQUIRIES
You may be approached by reporters and other members of the media. To ensure that we speak with one voice and provide accurate information about Sylvan Road, you must direct all media inquiries regarding Sylvan Road to Sylvan Road’s Chief Marketing Officer or Chief Legal Officer at [email protected].
6. HOW TO RAISE A QUESTION OR CONCERN
It is each Vendor’s responsibility to ensure they understand and comply with this Code. Vendors are expected to self-monitor their compliance with this Code and to inform Sylvan Road if a situation develops that causes the Vendor to operate in violation of this Code. Sylvan Road may require the immediate removal of any Vendor who behaves in a manner that is unlawful or inconsistent with this Code. To confidentially report a questionable behavior or possible violation of this Code, Vendors are encouraged to work with their primary Sylvan Road contact for resolution. However, Sylvan Road recognizes that there may be times when this is not possible or appropriate. In such instances, please contact the Sylvan Road ethics email at [email protected]. Sylvan Road will not tolerate any retribution or retaliation taken against any individual who has, in good faith, reported questionable behavior and/or a possible violation of this Code.