Vendor Code of Ethics

PRELIMINARY STATEMENT
The Metropolitan Transportation Authority (“MTA”) 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 MTA adopts this Vendor Code of Ethics, which imposes upon its procurement process standards that exceed those now applicable under New York law.
SCOPE
This Vendor Code of Ethics is applicable to all Vendors, as that term is defined below, involved in the procurement process of the MTA and its affiliated and subsidiary agencies for the award or performance of contracts for goods, services, public works and miscellaneous procurements.
DEFINITIONS
As used in this Code, the following terms have the following meanings:
1. “Authority” means the MTA and its affiliated and subsidiary agencies: MTA New York City Transit, MTA Staten Island Railway, MTA Long Island Rail Road, MTA Long Island Bus, MTA Metro-North, MTA Bridges and Tunnels, MTA Headquarters, MTA Capital Construction Company, First Mutual Transportation Assurance Company and the Manhattan and Bronx Surface Transit Operating Authority as if they were a single entity.
2. “Vendor” means any individual or entity seeking to or doing business with the Authority 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.
3. “Primary Contracting Party” means the Vendor who intends to directly enter into or has a contract with the Authority.
4. “Gift” means any item having more than truly nominal value, including, without limitation, money, services, loans, travel, meals, charitable donations, refreshments, hospitality, promises, discounts or forbearance that are not generally available to members of the public. A Gift need not be intended to influence or reward any individual or entity.
5. “Immediate Family” means a spouse, children, parents, brothers and sisters.
6. “Point of Contact” means the individual designated to be a Vendor’s only contact with the Authority 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.
7. “Prohibited Contact” means contact with any officer, member of the Board or other employee of the Authority, other than the Point of Contact, where it could be reasonably inferred that such contact was intended to influence, or could reasonably be expected to influence, the subject of the procurement. This prohibition includes, without limitation, personal meetings, telephonic communications, letters, faxes and e-mails. This prohibition does not include contacts with Authority employees solely for the purpose of discussing existing on-going work unrelated to the subject of the solicitation. Inquiries regarding the status of a procurement, while not Prohibited Contacts for purposes of this Vendor Code of Ethics, should also be directed to the Point of Contact.
8. “Employee” means any officer or employee of the Authority and also includes any member of the Board.
LIMITATIONS ON CONTACT WITH THE AUTHORITY
1. Each procurement solicitation issued by the Authority will identify the Authority’s Point of Contact for that solicitation.
2. Once the Point of Contact is established, neither the Vendor nor any person or entity acting on the Vendor’s behalf, including, without limitation, those providing compensated or uncompensated lobbying, advocacy, consulting or other service, may make a Prohibited Contact, provided that such Contact will not be prohibited if specifically authorized by the Point of Contact in furtherance of the procurement process.
3. Any written communication, including, without limitation, letters, faxes and emails, directed to anyone other than the Point of Contact, must be forwarded to the Point of Contact to determine the appropriate response.
4. In addition to the requirements of New York State Executive Order # 127, each Vendor shall direct every individual or entity retained, employed, designated by or acting for or on behalf of the Vendor to attempt to influence the procurement process with the Authority, to limit their contacts with the Authority concerning specific procurement actions to the Authority’s designated Point Of Contact for that procurement.
NON-COLLUSION
1. 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.
2. 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.
3. The Vendor will not make any attempt to induce any other individual or entity to submit or not to submit a bid or proposal.
NO GIFTS OR CONTINGENT FEES
1. No Vendor may offer or give any Gift, directly or indirectly, to an employee. Similarly, no Vendor may offer or give any Gift, directly or indirectly, to any member of an employee’s Immediate Family where such Gift is made because of the Vendor’s relationship with the employee.
2. 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 Authority 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: (a) the history of the relationship between the donor and the recipient; and (b) 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 reasonably be inferred that it was intended to influence the employee in the performance of his or her official duties.
3. The Vendor will not employ or retain any individual or entity for the purpose of soliciting or securing an Authority contract upon any agreement or understanding for a commission, percentage, brokerage, or fee that is contingent or dependent upon the outcome of the procurement.
NEGOTIATIONS FOR FUTURE EMPLOYMENT
Employees of the Authority are subject to the restrictions set forth below in connection with negotiations for future employment with Vendors. It is expected that Vendors will approach any such solicitation or negotiation with knowledge and understanding of these restrictions and will conduct themselves accordingly.
1. An employee (a) who is solicited by a Vendor that is involved in any matter in which the employee is directly concerned or personally participating on behalf of the Authority and who desires to pursue discussions regarding future employment with the Vendor, or (b) who decides to solicit employment from such a Vendor shall be deemed to have a conflict of interest.
2. This conflict may be overcome only if the employee’s manager reassigns the employee, in writing, to a position or job in which the employee will have no contact with the Vendor. The procedure for seeking reassignment is as follows: First, the employee is required to notify his or her immediate manager of the solicitation in writing. Second, the employee’s manager is required to advise his or her superiors of the request, up to and including the Department head, and must further indicate whether the manager intends to reassign the employee or refuse reassignment. A manager should refuse to reassign an employee when the manager determines that reassignment would be either impractical or inappropriate under the circumstances. Third, the manager must obtain the Department head’s approval of the decision to reassign the employee or refuse reassignment. Finally, the manager must notify the employee of his or her decision. If reassignment is refused, the employee may not pursue the Vendor’s solicitation.
CONFLICT OF INTEREST
1. 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 Authority contract.
2. 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 Authority contract to be employed in the performance of the Authority contract.
3. The Vendor shall provide to the Authority, at the Authority’s request and upon such forms as may be furnished by the Authority, 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 Authority to determine whether any such affiliations present a conflict of interest.
FORMER AUTHORITY EMPLOYEES
Except as provided for in Section 73 of the New York State Public Officers Law the Vendor will not:
1. Permit a former officer or employee of the Authority to appear or practice before the agency 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 an Authority contract, for a period of two years after termination of the officer’s or employee’s services with the agency; or
2. Permit a former officer or employee of the Authority to appear, practice, communicate or otherwise render service before the agency that employed the officer or employee or any other agency of the Authority, either prior to award or in the performance of an agency’s contract in relation to any case, proceeding, application or transaction with respect to which such former officer or employee was directly concerned and in which he or she personally participated, or which was under his or her active consideration during the period of his or her employment. This provision is a lifetime bar on projects that the former employee previously worked on while employed by the agency.
CERTIFICATION
1. Every bid or proposal made to and every contract with the Authority 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.
2. Additionally, as a condition of being considered for the award of any contract above the Authority’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 Authority during the course of the procurement or contract have been provided with a copy of this Vendor Code of Ethics.
3. 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 an Authority contract. Receipt and retention of lower tier certifications by the Primary Contracting Party shall be subject to audit by the Authority.
PENALTIES
1. For violation of any provision of this Vendor Code of Ethics, the Authority 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.
2. 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.
REPORTING OBLIGATION
1. Notwithstanding the provisions of Paragraph D above relating to Contact, the Vendor is obligated to immediately report to the senior procurement official of the Authority and the MTA’s Office of the Inspector General, any and all requests made to the Vendor by any officer, member of the Board or employee of the Authority for a Gift.
2. The Vendor is under a continuing obligation to report any change in circumstances that materially affects any prior report to the Authority, including but not limited to disclosure of conflicts of interest.

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