Code of Business Ethics and Conduct
It is the policy of Macomb Community College (the “College”) to conduct all of its activities in full compliance with the contractor responsibility provisions of the applicable laws and regulations concerning government contracting. Ethical behavior is required in all areas of employment at the College, including, but not limited to, the areas set forth in this Code, which is in place to, among other things, establish and implement the written procedures governing business ethics and conduct set forth in Federal Acquisition Regulation (FAR) 52.203-13, and is applicable to all employees performing work under covered federal contracts. The Code supplements the College’s existing procedures and policies of the Board of Trustees and applicable collective bargaining agreements. The Code is also a part of the College’s compliance program and internal control system, which processes and systems are designed to inform employees of the College (“College employees”) about ethical conduct and to assist them in obtaining guidance in addressing any concerns regarding such topics.
A. Compliance with Laws
The College is committed to complying with the contractor responsibility provisions of the FAR and all other applicable laws and regulations relating to government contracting and subcontracting. College employees shall conduct themselves in all respects in compliance with these laws and regulations.
B. Business Integrity
The College will conduct its operations fairly, impartially, and ethically, and in full compliance with all laws and regulations applicable to the College. College employees shall not engage in any conduct which creates even the appearance of impropriety. Conduct is deemed to create the appearance of impropriety whenever it would lead a reasonable person to the objective conclusion that a College employee has conducted themself in a manner that is dishonest, unethical, illegal, or otherwise in violation of the policies and procedures set forth in this Code. Though it is not possible to identify every hypothetical instance which results in the appearance of impropriety, this Code is designed to provide guidance and highlight certain instances in which it may occur. College employees, contractors and subcontractors are encouraged to direct any additional questions on this, or any other topic contained herein, to the College’s Office of General Counsel (“OGC”).
C. Conflicts of Interest
College employees must avoid personal interests which may conflict or appear to conflict with their responsibilities as an employee of the College. College employees should not conduct any outside business activity that inhibits the performance of their responsibilities for the College. Also, College employees performing work under federal contracts should not engage in any personal financial activities which could influence their judgment or action as an employee of the College. Finally, College employees are prohibited from soliciting or accepting personal benefits such as cash, gifts, or other consideration, in relation to a federal contract, from suppliers, customers, competitors, or any third party as a result of a working relationship.
D. Procurement Integrity
Neither the College nor its employees may solicit or accept from any source any contractor bid or proposal information or source selection information (as defined below), in relation to any federal government procurement. This prohibition runs through the development, preparation, and issuance of a solicitation, and to the award, modification or extension of a contract.
The term “contractor bid or proposal information” includes any information contained in any competitor’s bid or proposal which has not been previously made available to the public or disclosed publicly, including, but not limited to, cost or pricing data, and any information submitted to the government by a contractor and properly marked as proprietary.
“Source selection information” includes information such as names of offerors and prices, lists of bidders prior to bid opening, source selection plans, government estimates information relating to the technical evaluations of proposals, competitive range determinations, rankings (except for sealed bidding), and source selection board reports and other information determined by a federal agency or contracting officer to be information that could jeopardize the integrity or successful completion of the procurement if disclosed. During the federal procurement process, College employees shall avoid any unofficial contact with agency procuring officials.
E. Dealings with Federal Government Employees
Gifts or Loans: Payments or loans of College or personal funds, or anything else of value, to a federal government official or employee, for the purpose of obtaining or retaining business, or directing business to any other person are strictly prohibited. Gifts of value to, or entertainment of, federal government officials or employees are not permitted under any circumstance. College employees shall conduct themselves in a truthful and forthright manner in any dealing with a federal government employee.
Employment: Federal government employees, both current and former, are subject to federal laws and regulations regarding conflicts of interest, which laws and regulations serve to limit the ability of federal contractors to recruit, hire, or otherwise retain the service of any such current or former federal government employee. Specifically, former federal government employees are permanently prohibited from appearing before a federal agency in any matters in which they participated personally and substantially while employed by the federal government. Additionally, there are certain other temporal restrictions on former federal government employees representing a contractor relating to certain matters.
In light of these rules and regulations, College employees shall not contact any current or former federal government employee (or their family members), regardless of position, about employment with the College—including as an outside consultant or independent contractor—without first seeking legal guidance from OGC prior to any potential engagement.
F. Consultants, Agents, and Contingent Fees
The College is prohibited, under FAR 52.203-5, from employing or retaining any person or agency to provide services relating to any federal contract, which services are to be provided based on a commission or other contingent fee, except for employees or established commercial agencies that neither exert, nor propose to exert, improper influence in connection with such federal contracts, nor hold themselves out as being able to obtain any federal contract through improper influence. Any such person or agency employed or retained by the College shall be willing to certify, in writing, as to their compliance with FAR 52.203-5. Accordingly, no College employee shall enter into an agreement to pay a commission, stipend or other contingent fee in relation to a federal contract or procurement without first seeking legal guidance from OGC prior to any potential engagement.
G. Bribery, Kickbacks and Fraud
All forms of bribery and kickbacks are illegal and expressly prohibited. Any employee caught participating in such activity will be subject to discipline up to and including termination from employment. Any employee who knows about, or reasonably should know about, any such activity and fails to report it through the proper channels (see Paragraph P below) will be subject to discipline.
Further, the College’s Anti-Fraud Policy prohibits fraudulent activity, which is generally defined as intentionally obtaining an unauthorized benefit, such as money or property, by deception or other unethical or illegal means. Prohibited fraudulent activity includes, but is not limited to:
-
-
- Embezzlement, misappropriation or financial irregularities, forgery or alteration of documents (checks, time sheets, purchase orders, or other financial documents);
- Selling College property for personal benefit;
- Circumventing established purchasing processes without authorization;
- Improprieties in handling money or financial transactions;
- Misappropriation of funds, securities, supplies, inventory, or other College assets;
- Violations of the conflict of interest provision of any College policy, including this Code, the College’s Confidentiality and Conflict of Interest Policy, the Ethics and Conflict of Interest section of the Investment Policy, Grant Conflict of Interest Policy and the Conflict of Interest section of collective bargaining agreements; and
- Authorizing or receiving payment for goods not received, services not performed or hours not worked.
-
H. Anti-Retaliation/Whistleblower Protection
The College seeks to foster an environment in which all employees feel free to truthfully report misconduct and policy violations, without fear of retaliation or reprisal. The College thus prohibits retaliation or reprisals against any individual because they have filed a good faith complaint or report under any College policy or Code, participated in good faith in an investigation or hearing related to the College, or otherwise opposed illegal activity, either internally or with a governmental agency.
I. Gratuities, Gifts, and Entertainment
It is a violation of federal criminal law to offer, provide, solicit, or accept anything of value either in return for favorable consideration relating to a federal contract or subcontract, or to cause any official act to be performed. Accordingly, no employee may encourage or solicit gifts or entertainment of any kind from any individual or entity with whom the Company conducts business relating to a federal contract or subcontract.
J. False Claims Act
The False Claims Act (“FCA”), 31 U.S.C. §§ 3729–33, is meant to deter persons from knowingly causing or assisting in causing the federal government to pay claims that are false or fraudulent. The FCA provide remedies for obtaining treble damages and civil penalties when money is obtained from the federal government by reason of a false or fraudulent claim. Accordingly, College employees shall not:
-
-
- Knowingly present or cause to be presented to any employee of a federal agency a false or fraudulent claim for payment or approval;
- Knowingly make, use, or cause to be made or used a false record or statement to get a false or fraudulent claim paid or approved by a federal agency;
- Conspire to submit a false or fraudulent claim to an agency or to deceive a federal agency for the purpose of getting a false or fraudulent claim allowed or paid; or
- Knowingly make, use, or cause to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to a federal agency.
-
The FCA also prohibits employees from knowingly submitting a false or fraudulent claim, or supporting a claim with a false statement. Accordingly, College employees shall submit only true, correct and adequately supported invoices—and other claims for payment—to the federal government. Employees shall also promptly correct any inadvertent errors.
Additionally, employees must not make false statements, written or oral, and must carefully ensure the accuracy and completeness of all submissions to the federal government for payment. The FCA also prohibits misrepresentations to the federal government relating to size and status in order to qualify for contracts intended for small businesses or those owned by women, veterans, or other disadvantaged groups. If the College is a subcontractor to, or otherwise partnered with, a small or disadvantaged business under a set-aside contract, the College must strictly follow all regulations governing permissible levels of subcontracting and work with the prime contractor in an arms-length manner.
K. Mandatory Disclosures
The FAR mandatory disclosure rule, FAR 52.203-13, requires contractors to timely disclose to the federal government whenever, in connection with any federal contract, the contractor has “credible evidence” that an officer, employee, agent, or subcontractor of the contractor has engaged in:
-
-
- A violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code;
- A violation of the civil False Claims Act; or
- Significant overpayment on any contract.
-
As such, the College’s Compliance Program includes procedures designed to enable the timely discovery of reportable conduct in connection with federal contracts and expects all employees to adhere to such procedures to facilitate the College’s compliance with its mandatory disclosure obligations.
L. Antitrust and Trade Regulations
The College is fully committed to compliance with antitrust laws, which are designed to promote free and open competition in the marketplace. Not only does the customer benefit by getting the best product at the lowest price, but the College also benefits by being able to compete on a fair level playing field with competitors. Questions concerning antitrust laws should be posed to the College’s OGC.
M. Equal Employment and Nondiscrimination
The College is committed to complying with all applicable laws related to equal employment opportunities and to ensure that there is no unlawful discrimination by any employee and expects College employees performing under federal contracts to comply fully with the College’s Equal Opportunity/Non-Discrimination policy.
N. Compliance program
This Code constitutes an integral part of the College’s ethics and compliance program. Administration of the College’s ethics and compliance program, which include this Code, is the responsibility of OGC, which is responsible for developing and implementing policies and procedures to ensure that employees comply with legal and ethical obligations. In conjunction with this Code, the College has an ongoing business ethics awareness and compliance program, to include, periodic training relating to the College’s standards and procedures. Additionally, the College implements standards and procedures to ensure periodic auditing and/or monitoring of the College’s business practices, policies, procedures, and controls, to detect criminal and/or improper conduct and to ensure compliance with this Code.
Further, while the College undertakes periodic training to ensure that employees understand the relevant legal obligations associated with the College’s status as a federal contractor, employees should not hesitate to seek clarification from the OGC about whether any particular conduct violates this Code or otherwise seeking guidance regarding any parts of this Code.
O. Procedure For Answering Ethical Questions
Questions concerning any ethical matter or any of the policies and procedures set forth in this Code should be directed to the College’s OGC.
P. Reporting
College employees who become aware of an actual or suspected violation of this Code must report such violation. This obligation exists regardless of whether any such violation is committed by the College, or any employee thereof, or a vendor, subcontractor, or government employee. As a result, employees may contact their direct supervisor or the designated personnel set forth in the College Complaint Procedure regarding any actual or suspected obligation.
No College employee may be discharged, demoted, or otherwise subjected to adverse employment action, for disclosing information that the employee reasonably believes to constitute a violation of this Code or federal law or regulation.
Q. Responsibility And Discipline
All employees are responsible for compliance with this Code, performance of which is mandatory. Any failure to comply with this Code may result in discipline up to and including termination from employment.
Approved by President’s Council
September 17, 2024