I. PURPOSE 3
II. STANDARDS OF CONDUCT 3
(a) Compliance with Laws, Rules and Regulations 3
(b) No Payments, Gifts, or Entertainment of Government Officials 3
(c) Fair Competition. 3
(d) No Personal Gain 4
(e) No Kickbacks or Rebates 4
(f) Entertaining Clients and Prospective Clients 4
(g) Company Books and Records 4
III. OUTSIDE ACTIVITIES 4
(a) Memberships 4
(b) Political Contributions and Activities 4
IV. CONFLICTS OF INTEREST 5
V. CAUSE FOR TERMINATION OR DISCIPLINARY ACTION 5
VI. REPORTING REQUIREMENTS 6
VII. EQUAL EMPLOYMENT OPPORTUNITY 6
VIII. M/WBE POLICY 6
IX. ENFORCEMENT OF THE CODE 7

CODE OF BUSINESS ETHICS AND STANDARDS OF CONDUCT
I. PURPOSE
Curbcut Urban Partners, LLC (the “Company”) has developed this Code of Business Ethics and Standards of Conduct (the “Code”) to set forth the Company’s policies regarding ethical business practices, standards of conduct, and conflicts of interest, and its commitment to subcontracting and partnering with minority and women-owned businesses. The Code emphasizes the Company’s commitment to the highest standards of integrity and fairness, and will be adhered to by all employees of the Company. Although the Code cannot address every situation that may arise, it clearly states that the Company intends to be in compliance with the spirit and letter of all federal, state, city, and local laws and regulations, and provide the Company’s services in accordance with the highest standards of integrity and fairness. Each Company employee is required to become familiar with this Code and follow it at all times. Failure to do so may result in immediate disciplinary action, including termination from employment.

II. STANDARDS OF CONDUCT
Employees at all levels are expected to exercise good judgment in their internal and external business relationships and to avoid circumstances that conflict with the Company’s policies. The Company has a zero tolerance policy with regard to falsification of documents and offering anything of value to governmental employees. Employees should strive to avoid even the appearance of impropriety in the discharge of their responsibilities.

(a) Compliance with Laws, Rules and Regulations – Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. In conducting the business of the Company, employees shall comply with applicable local, city, state and federal rules and regulations. This includes dealing with local, city and state governmental bodies and agencies that are engaged in approval processes and contracting activities, as well as in the general conduct of all Company business affairs.

(b) No Payments, Gifts, or Entertainment of Government Officials – Company employees are prohibited from offering or giving money, gifts, gratuities, or entertainment to any employee of any federal, state, city or local governmental body or agency with which the Company does business, has done business, or seeks to do business.

(c) Fair Competition – The Company believes that fair competition is fundamental to the free enterprise system and will not enter into arrangements which unlawfully restrict its ability to compete with other businesses or their ability to compete freely with the Company. Employees are prohibited from entering into any unlawful arrangements or understandings which affect the pricing practices of the Company or the terms upon which its services are contracted. In addition, all purchases and subcontracts entered into by the Company or any of its subsidiaries will be made exclusively on the basis of price, quality, service, and ability to meet the Company’s needs.

(d) No Personal Gain – Employees are not permitted to realize personal gain from employment with the Company other than salary and benefits paid by the Company. Unethical or questionable practices for additional personal gain, regardless of degree, will not be tolerated.

(e) No Kickbacks or Rebates – Employees are prohibited from soliciting or accepting personal kickbacks, rebates or any form of “under-the-table” payment, either directly or indirectly. This not only includes cash payments, but any other service or thing of value which may be intended to influence the actions of any employee of the Company.

(f) Entertaining Clients and Prospective Clients – The Company recognizes that Company officers and employees may, on occasion, entertain customers, prospective customers, service-providers and other guests. Employees other than Company officers must obtain the prior approval of their supervising Company officer before incurring such entertainment costs and all such costs must be reasonable.

(g) Company Books and Records – It is the Company’s policy to comply with Generally Accepted Accounting Principles. No false or misleading entries may be made in any Company books, records, or reports for any reason whatsoever. In addition, no unrecorded funds will be established or maintained for any purpose. All transactions will properly be recorded on the books and records of the Company, its subsidiaries, and its associated entities. Payments will not be made for purposes other than that described by the records supporting the payment, or for the benefit of persons whose identity and interests are not disclosed to the Company.

III. OUTSIDE ACTIVITIES
Employees are expected to conduct themselves in their outside activities in a manner which does not adversely affect their job performance or negatively reflect on the Company.

(a) Memberships – The Company has a long-standing commitment to being a good civic neighbor. We support employee involvement in community activities and professional organizations. When these interests are pursued in a responsible manner, it reflects favorably upon the employee and the Company. Before accepting a position on the Board of Directors with another company or nonprofit organization, an employee must evaluate carefully whether the position could cause, or appear to cause, a conflict of interest.

(b) Political Contributions and Activities – All Company employees are required to comply with all federal, state, city and local laws, including campaign finance laws, regarding contributing to political campaigns or political parties. Company employees may participate in political activities only in their individual capacities, are prohibited from using Company funds, facilities, or assets, and may not solicit participation from, exert pressure on, or offer any inducement to other Company employees to participate in political activities or make any political contribution. Company employees may not, either directly or indirectly, use their participation in political activities or their making of political contributions as a means to obtain any federal, state, city or local government contract or to obtain any benefit on such a contract.

IV. CONFLICTS OF INTEREST
Employees must avoid situations where their personal interest could conflict with the interests of the Company or lead to his or her responsibilities to the Company being compromised. While all employees are encouraged to discuss any potential conflict of interest issues with their supervisors, the Company’s Chief Executive Officer is the ultimate authority concerning potential conflicts of interest. When a potential conflict of interest exists, it must be properly disclosed and an appropriate determination made by the Chief Executive Officer. Upon an appropriate determination by the Chief Executive Officer that a conflict of interest or a potential conflict of interest exists, the employee’s interest or connection must be terminated.
Although it is not possible to describe every situation that may lead to a conflict of interest, employees should, at a minimum, observe the following basic rules:

• Employees will avoid all outside financial interests that might influence their judgment, actions, or corporate decisions;
• No employee, his or her spouse, dependents, or member of his or her household may have, directly or indirectly, a personal or financial interest in any transaction which is, or may be, adverse to the Company;
• No employee, his or her spouse, dependents, or member of his or her household may be employed by or have, directly or indirectly, a financial interest in any business enterprise with which the Company has business dealings, or with any business that is owned or controlled by any company or principal of any company with which the Company does business. (A financial interest in this sense does not include ownership of a small number of publicly-traded securities of any corporation acquired as part of a normal investment program); and
• Unless properly authorized, employees shall not give or release, outside the Company, any data or information of a confidential nature concerning the Company, its operations, or its customers.

V. CAUSE FOR TERMINATION OR DISCIPLINARY ACTION
Any act by any employee that may be considered to be contrary to the policies of the Company as embodied by the Code, may be cause for disciplinary action, up to and including termination without notice. Offenses which constitute cause for termination without notice include, but are not limited to, the following:

• Theft, offering or taking bribes, fraudulent record keeping, embezzlement, forgery, or other criminal, unethical or dishonest conduct;
• Reporting to work under the influence of alcohol or drugs not taken under the direction of a licensed physician, or use of alcohol or drugs on the premises;
• Working for a competitor or releasing confidential information to a competitor;
• Falsification of an employment application, job qualifications, or any other Company records;
• Misconduct on or off the job that materially and adversely affects the Company; and
• Material or repeated violations of this Code.

VI. REPORTING REQUIREMENTS
Each employee is responsible for promptly reporting information received regarding a suspected violation of Company policies and procedures (including this Code) to his or her immediate supervisor, or, if it is regarding the employee’s immediate supervisor, to a Company officer. Any officer or employee who is convicted of any violation of any federal, state, city or local criminal law concerning or affecting the Company’s performance of its contracts and/or agreements will be terminated.

VII. EQUAL EMPLOYMENT OPPORTUNITY
The Company maintains a policy of equal employment opportunity so as to assure that there shall be no discrimination or harassment against an employee or applicant on the grounds of race, color, religion, gender, age, sexual preference, physical handicap, national origin, or any other factor made unlawful by applicable laws and regulations. This policy relates to all phases of employment including recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of the company’s facilities.

VIII. M/WBE POLICY
The Company is committed to civic involvement, and strives to make a positive social impact within both the business and public communities. This includes the Company’s pledge to subcontract and partner with minority and women-owned businesses pursuant to the New York City M/WBE program in an effort to eliminate barriers to their participation in local, city and state contracts.

IX. ENFORCEMENT OF THE CODE
In support of the enforcement of the Code, the Company has designated a Code Compliance Officer (“CCO”). The CCO promotes an awareness and understanding of positive ethical and moral principles consistent with the mission and values of the Company. The CCO, with the assistance of counsel, maintains, reviews, and modifies, as necessary, the elements of the Code. This includes, but is not limited to, the supervision of annual ethics training program(s). The CCO will also coordinate compliance related monitoring in order to identify potential compliance concerns and/or deficient areas, and report these results to the Chief Executive Officer.