Vendor Code of Ethics
The Duluth Transit Authority (“DTA”) is committed to a procurement process that fosters fair and open competition, is conducted under the highest ethical standards and enjoys the complete confidence of the public. To achieve these important public purposes, the DTA adopts this Vendor Code of Ethics, which may impose upon its procurement process standards that exceed those now applicable under Minnesota law.
This Vendor Code of Ethics is applicable to all Vendors, as that term is defined below, involved in the procurement process of the DTA and its affiliated and subsidiary agencies for the award or performance of contracts for goods, services, public works and miscellaneous procurements.
Chapter 1: DEFINITIONS
- DTA means the Duluth Transit Authority.
- Vendor means any individual or entity seeking to or doing business with the DTA within the scope of this Code, including, without limitation, contractors, consultants, suppliers, manufacturers seeking to act as the primary contracting party, officers and employees of the foregoing, as well as any subcontractors, subconsultants and subsuppliers at all lower tiers.
- Primary Contracting Party means the Vendor who intends to directly enter into or has a contract with the DTA.
- Gift means the transfer, without equivalent consideration, of anything of benefit, tangible or intangible, having more than a nominal value, including but not limited to, loans, forbearance, services, travel, gratuities of any kind, favors, money, meals, refreshments, entertainment, hospitality, promises, tickets to entertainment or sporting events, weekend trips, golf outings, loans of equipment, or other thing or benefit. A Gift need not be intended to influence or reward any individual or entity.
- Family Member means any person living in the same household as a DTA Employee, domestic partner, and any person who is a direct descendant of the DTA Employee's Grandparents or the spouse of such descendant.
- Designated or Single Point of Contact means the individual designated to be a Vendor's only contact with the DTA following the public advertisement of a solicitation or the issuance of a request for a bid, proposal, or quote for small purchases, until the award of a resulting contract.
- Contract means oral or written communication with any officer, member of the Board or other employee of the DTA, other than the Designated or Single Point of Contact, where it could be reasonable inferred that such contact was intended to influence, or could reasonably be expected to influence, the subject of the procurement.
- Employee means any officer or employee of the DTA and also includes any member of the Board of Directors.
Chapter 2: LIMITATIONS ON CONTACTS WITH THE DTA
Designated or Single Point of Contact
Each procurement solicitation issued by DTA will identify the DTA's Designated or Project Manager for each Contact for that solicitation. Once the Designated or Single Point of Contact is established, the Vendor and any person or entity acting on the Vendor's behalf, including without limitation, those providing compensated or uncompensated lobbying, advocacy, consulting or other services should ensure that its contacts with the DTA are in compliance with the requirements of the Code of Ethics.
Chapter 3: NON-COLLUSION
Independent Bid Assessment
The Vendor will calculate the price(s) contained in any bid or proposal independently, without collusion, consultation, communication, or agreement with any other competing Vendor for the purpose of restricting competition.
Non-Communication of Bid
Unless otherwise required by law, the price(s) which the Vendor quotes in its bid or proposal will not knowingly be disclosed by the Vendor, directly or indirectly, to any other competing Vendor prior to the closing date for bids or proposals.
The Vendor will not make any attempt to induce any other individual or entity to submit or not to submit a bid or proposal.
Chapter 4: GIFTS OR CONTINGENT FEES
No Vendor may offer or give any Gift, directly or indirectly, to a DTA Employee. Similarly, no Vendor may offer or give any Gift, directly or indirectly, to any family member of a DTA employee where such Gift is made because of the Vendor's relationship with the DTA Employee.
Notwithstanding the foregoing, if a Vendor has a family or personal relationship with the employee, a gift that is unconnected with the employee's duties at the DTA is not necessarily prohibited.
In determining whether the giving of an item was motivated by personal rather than business concerns, the following factors are considered:
- the history of the relationship between the donor and the recipient; and
- whether the item was purchased by the donor.
The giving of an item shall not be considered to be motivated by a family or personal relationship if the donor seeks to charge or deduct the value of the item as a business expense or seeks reimbursement from a client.
However, regardless of the family or personal relationship between a Vendor and an employee, a Gift is strictly forbidden where it is being given under circumstances where it can be reasonably be inferred that is was intended to influence the employee in the performance of his or her official duties.
The vendor will not employee or retain any individual or entity for the purpose of soliciting or securing a DTA contract upon any agreement or understanding for a commission, percentage, brokerage, or fee that is contingent or dependent upon the outcome of the procurement.
Chapter 5: NEGOTIATIONS FOR FUTURE EMPLOYEMENT
DTA Employees are subject to the restrictions set forth below in connection with negotiations for future employment with Vendors. It is expected that Vendors will approach such solicitation or negotiation with knowledge and understanding of these restrictions and will conduct themselves accordingly.
- Solicited - Employees are prohibited from soliciting an employment opportunity with a non-governmental individual or entity that has a specific pending matter before the Employee. Those Employees seeking employment outside of government with an entity or individual that has a specific pending matter before the Employee may only solicit an employment opportunity with the non-governmental individual or entity after waiting:
- 30 days from the time the matter before the Employee is closed, or
- 30 days from the time the Employee has no further involvement with the matter because of recusal or reassignment.
- Unsolicited - Employees who receive an unsolicited post-government employment-related communication from a non-governmental individual or entity that has a specific pending matter before the Employee cannot pursue employment with the non-governmental entity or individual unless the following occurs:
- they recuse themselves from the matter and any further official contact with the entity or individual and
- they wait 30 days from such recusal to enter into post-government employment communications with the entity or individual.
- Notification - Employees must promptly notify their supervisor and Agency ethics officer of such outside employment related communications whether or not they intend to pursue the post-government employment opportunity. In the event of such notification of a solicitation and Employee's desire to pursue the solicitation, the Employee's supervisor is obligated to advise such supervisor's superiors, in writing, up to and including the Department Head, of the Employee's desire to pursue the solicitation and the managers intention to establish recusal procedures, if practical, to reassign the individual or refuse reassignment.
- Recusal - Recusal procedures shall be applied only if practical and in the best interests of the DTA. Reassignment shall be refused when the manager determines that reassignment would be impractical or inappropriate. The manager may not take action with respect to notifying the Employee of such manager’s decision until approved by the Department Head. If recusal procedures are not practical and in the best interests of the DTA, or if reassignment is refused, the Employee is prohibited from pursuing the solicitation.
Chapter 6: CONFLICT OF INTEREST
Neither the Vendor, nor any director, officer, principal, or partner thereof, as the case may be, may have a 10% or greater interest, nor shall the Vendor, nor any director, officer, principal, or partner thereof, acquire a 10% or greater interest, either directly or indirectly, in any company or firm that would conflict in any manner or degree with the performance of the DTA contract. The Vendor will not permit an employee having a 10% or greater interest, either directly or indirectly, in any company or firm that would conflict in any manner or degree with the performance of the DTA contract to be employed in the performance of the DTA contract.
The Vendor shall provide to the DTA, at the DTA’s request and upon such forms as may be furnished by the DTA, a disclosure of organizational, financial, contractual or other affiliations with any organization that has interests that may be substantially affected by the procurement solicitation. The Vendor shall cooperate in any inquiry or investigation undertaken by the DTA to determine whether any such affiliations present a conflict of interest.
Chapter 7: FORMER DTA EMPLOYEES
Appearance Before DTA-One Year Bar
Except as approved by the DTA Board of Directors, a Vendor will not permit a former officer or employee of the DTA to appear or practice before the DTA that employed the officer or employee in relation to any case, proceeding or application or other matter before that agency, either prior to award or in the performance of a DTA contract, for a period of one year after termination of the officer’s or employee’s services with the agency.
Chapter 8: Certification
Every bid or proposal made to and every contract with the DTA above the small purchase threshold must contain a certification that no individual or entity has been or will be offered or given any Gift in connection with such bid or contract and that no conflicts of interest exist.
Distribution of Vendor Code of Ethics
Additionally, as a condition of being considered for the award of any contract above the DTA’s small purchase threshold, the Primary Contracting Party will be required to submit with its bid or proposal and include in its contract a further certification executed by an officer of that Party. This certification must attest that the Primary Contracting Party and all officers and personnel who may interact or have interacted with the DTA during the course of the procurement or contract have been provided with a copy of this Vendor Code of Ethics.
The Primary Contracting Party will obtain similar certifications from all of its lower tier subcontractors, subconsultants and suppliers, as well as from any other subcontractors, subconsultants and suppliers from whom that Party is soliciting or has received proposals for work on a DTA contract. Receipt and retention of lower tier certifications by the Primary Contracting Party shall be subject to audit by the DTA.
Chapter 9: PENALTIES
For violation of any provision of this Vendor Code of Ethics, the DTA may avail itself of every remedy in law or equity, or as agreed to by parties in any contract, including, but not limited to, declaring the Vendor non-responsible, debarred or in material breach of the contract.
Additionally, violation of the Vendor Code of Ethics or a provision thereof may subject the Vendor to criminal or civil penalties under State or Federal law.
Chapter 10: REPORTING OBLIGATION
Reporting Gift Requests
Notwithstanding the provisions of Chapter 4 above, the Vendor is obligated to immediately report to the senior procurement official of the DTA and the DTA’s Director of Finance, any and all requests made to the Vendor by any officer, employee of the DTA, or member of the Board for a Gift.
Reporting Material Changes
The Vendor is under a continuing obligation to report any change in circumstances that materially affects any prior report to the DTA, including but not limited to disclosure of conflicts of interest.