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By-law - Amend 6404-22 Procurement Bylaw - 20260428 - 6776-26The Corporation of the Town of Aurora By-law Number 6776-26 Being a By-law to amend By-law Number 6404-22 being the Procurement Policy for the Town of Aurora. Whereas paragraph 3 of subsection 270(1 ) of the Municipal Act, 2001, s.o. 2001, c. 25, as amended provides that, a municipality shall adopt and maintain policies with respect to its Procurement of goods and services; And whereas on February 22, 2022, The Corporation of the Town of Aurora (the "Town") passed a by-law to adopt a policy regarding Procurement of goods and services, being By-law Number 6404-22; And whereas it is deemed necessary to update and replace the Town's policy with respect to the Town's Procurement of goods and services by amending By-law Number 6404-22; Now therefore the Council of The Corporation of the Town of Aurora hereby enacts as follows: 1.Appendix IIA" - Town of Aurora Procurement Policy - to By-law Number 6404-22 is hereby deleted and replaced with Appendix 114" - Town of Aurora Procurement Policy - attached and forming part of this by-law, which replacement Appendix I'A" is hereby adopted and enacted as the policy for the procurement of goods and services for the Town. 2.Amending By-laws Number 6430-22 and 6676-25 are hereby repealed. Enacted by Town of Aurora Council this 28th day of April, 2026. Anne Kantharajah, Town Clerk By-law Number 6776-26 Page 2 of 31 Appendix “A” Town of Aurora Procurement Policy Table of Contents Section 1 – Purpose and Principles ............................................................................ 3 Section 2 – Interpretation and Application ................................................................. 3 Section 3 – Ethical Conduct and Conflicts of Interest ................................................. 5 Section 4 – Roles and Responsibilities ....................................................................... 6 Section 5 – Establishment of Supply Arrangements ................................................... 8 Section 6 – Procurement of Deliverables ................................................................... 9 Section 7 – Supplier Relations and Contract Management ....................................... 13 Section 8 – Procurement Record-Keeping................................................................ 14 Section 9 – Compliance Monitoring and Reporting ................................................... 14 Section 10 – Green Procurement ............................................................................. 15 Schedule A – Definitions .......................................................................................... 16 Schedule C– Procurement Thresholds ..................................................................... 22 Schedule D – Threshold and Authorization Schedule ............................................... 23 Schedule E – Exclusions .......................................................................................... 28 Schedule F – Supplier Code of Conduct ................................................................... 30 By-law Number 6776-26 Page 3 of 31 Section 1 – Purpose and Principles 1.1 Purpose The purpose of this policy is to detail the principles, procedures, roles, and responsibilities for the Town’s Procurement operations. 1.2 Principles The Town is committed to conducting its Procurement operations in accordance with the following principles: • compliance and consistency with applicable legislation, trade agreements, policies, and procedures; • open, fair, and transparent processes that afford equal access to all qualified Suppliers; • reciprocal non-discrimination and geographic neutrality with respect to its trading partners in accordance with trade treaty obligations, so long as treaty partners are Acting in Good Faith of Trade Treaties, and subject to applicable provincial and federal legislation, regulations, and directives; • achieving best value through consideration of the full range of Procurement formats and the adoption of commercially reasonable business practices; • effective balance between accountability and efficiency; and • ensuring adherence to the highest standards of ethical conduct. Section 2 – Interpretation and Application 2.1 Defined Terms Terms used in this policy are defined in the Definitions (Schedule A). 2.2 Application This policy applies to the Procurement of any Deliverables by the Town, except for the exclusions set out below. Procurement includes the acquisition of Deliverables by purchase, rental, or lease. This policy does not apply to: • purchases, acquisitions, transactions and Procurements of any items or services outlined in Schedule E of this policy; • the hiring of employees, employee compensation, or the reimbursement of employee expenses; • the sale, purchase, lease or licensing of any land or buildings; or • Procurement conducted by Central York Fire Services, the Aurora Public Library Board or any municipal services corporation established by the Town. This policy shall be applied subject to applicable provincial and federal legislation, regulations, and directives. By-law Number 6776-26 Page 4 of 31 2.3 Authorization Schedule The Threshold and Authorization Schedule (Schedule D) sets out the authorities for: (a) initiating a Procurement; (b) conducting a Procurement process and approving the award of a Contract; (c) issuing Purchase Orders and signing Contracts on behalf of the Town; and (d) approving amendments to existing Contracts. 2.4 Procurement Protocols and Procedures Procurement Services is responsible for developing and maintaining detailed protocols and procedures to support this policy. All procurements covered by this policy must be conducted in accordance with all applicable protocols and procedures. 2.5 Emergency Purchases Notwithstanding any other provisions of this policy, where an emergency exists and prior approval of the Procurement Manager cannot be obtained, a Department Head, or their designate, may authorize any officer or employee to acquire required Deliverables in an expedited manner. For greater certainty, an emergency Procurement includes any other expenditure that is necessary to respond to or effectively manage any Town emergency, or as required under the Emergency Management and Civil Protection Act, R.S.O. 1990, c. E.9, as amended. Emergency procurements shall only be to the extent necessary to mitigate the immediate threat or risk, or to temporarily contain the situation or circumstance and restore services. Longer term projects or work for replacement of lost significant infrastructure must follow the provisions of this policy. Situations of urgency resulting from the failure to properly plan for a Procurement do not constitute an emergency. 2.5.1 Purchases During a Declared Emergency or Similar During an emergency declaration or similar situation where the CAO, or other authorized person, convenes some or all of the members of the Municipal Emergency Control Group, but for which a formal declaration of an emergency is not made, but an emergency intervention is approved, this policy is suspended only for purchases that relate directly or indirectly to the emergency situation. All other routine Procurement activities of the Town during the emergency, but unrelated, remain subject to this policy. Purchases relating to the situation to contain and manage the emergency situation shall be authorized as set out in the Municipal Emergency Management Response Program and the Town’s Treasurer shall prepare the required accountability and financial reports for Council for information following the termination of the emergency. 2.5.2 Emergency Procurement not Related to a Declared Emergency An emergency Procurement may be made when an event occurs or a circumstance is discovered that is determined by the Department Head or the Chief Building Official to be an imminent and significant threat to, or which has already significantly affected or By-law Number 6776-26 Page 5 of 31 threatened: (a) public health; (b) the maintenance of essential Town services; (c) the safety or welfare of persons or of public property; or (d) the security of the Town’s interests; but such emergency Procurement is only permitted where time does not permit open competitive bidding or obtaining invitational quotations. 2.6 Co-operative Purchasing The Town may participate in co-operative or joint purchasing initiatives with other government agencies or public authorities where such initiatives are determined by the Procurement Manager to be in the best interests of the Town to do so. Notwithstanding anything else in this policy, if the Town participates in such co-operative or joint purchasing initiatives, the Town may adhere to the policies of the entity conducting the purchasing process, provided that such policies comply in spirit with this policy. If the Town is leading a co-operative or joint purchasing initiative, this policy will be followed. 2.7 Piggyback Purchasing The Town may Piggyback on an existing procurement by accepting the results of a competitive Procurement process of another government entity or agency where the provisions of the original Solicitation Document allow for such a Piggyback, or when the Supplier is willing to do so, and it is believed by the Procurement Manager it is in the best interest of the Town to do so. Piggyback Procurements shall be considered a Non- Standard Procurement and shall comply with the reporting and approval requirements set out in Schedule D - Threshold and Authorization Schedule that apply to Non- Standard Procurements. Section 3 – Ethical Conduct and Conflicts of Interest 3.1 Conduct and Conflicts of Interest The Town’s Procurement activities must be conducted with integrity, and all individuals involved in the Town’s Procurement activities must act in a manner that is consistent with the principles and objectives of this policy and in accordance with the Town’s Code of Conduct, and the Council Code of Conduct. All participants in a Procurement process, including any outside consultants or other service providers participating on behalf of the Town, must declare any perceived, possible, or actual conflicts of interest. “Conflict of interest,” when applied to the activities of the Town and its Suppliers, means a conflict or tension between one’s private interests and one’s public or fiduciary duties. 3.2 Supplier Conduct and Conflicts of Interest The Town requires its Suppliers to act with integrity and conduct business in an ethical manner. All Suppliers participating in a Procurement process or providing Deliverables to the Town must declare any perceived, possible, or actual conflicts of interest and must conduct themselves in accordance with the Supplier Code of Conduct in Schedule F of this policy. The Town may refuse to do business with any Supplier that has engaged in illegal or unethical bidding practices, has an actual or potential conflict of interest or an unfair advantage, or fails to adhere to ethical business practices. By-law Number 6776-26 Page 6 of 31 Section 4 – Roles and Responsibilities 4.1 Role and Responsibilities of Council It is the role of Council to establish policy and approve expenditures through the Town’s budget-approval process. Through this policy, Council delegates to the Town’s officers and employees the Authority to incur expenditures in accordance with approved budgets through the Procurement of Deliverables in accordance with the rules and processes set out in this policy and applicable protocols and procedures. Council will not generally be involved in the day-to-day Procurement operations or individual Procurement processes, except to the extent that the approval of Council is required under this policy or in the event that an exception to this policy is required. 4.2 Roles and Responsibilities of Employees Specific responsibilities pertaining to all stages of a Procurement process, from the initial identification of requirements through to the management of Contracts with Suppliers, are detailed in this policy and applicable protocols and procedures. In addition to those specific responsibilities, the general roles and responsibilities delegated to the Town’s employees are set out below. 4.2.1 Procurement Manager It is the role of Procurement Services to lead the Town’s Procurement operations. In fulfilling this role, the Procurement Manager, or designate, is responsible for: (a) ensuring the consistent application of this policy and the provision of Procurement services to the Departments efficiently and diligently; (b) developing Procurement strategies and continually analyzing business requirements and spending patterns to identify opportunities for more strategic sourcing; (c) researching, developing, maintaining, updating, and communicating Procurement protocols, procedures, and templates; (d) addressing any issues or concerns that arise in respect of a Procurement process and seeking guidance, support, and advice of Legal Services, as required; and (e) providing appropriate orientation, training, and tools to employees involved in Procurement activities. 4.2.2 Department Heads It is the role of the Departments to ensure that their requirements for Deliverables are met in accordance with the principles and objectives of this policy. In fulfilling this role, Department Heads are responsible for ensuring that their Department complies with this policy and all applicable protocols and procedures, encouraging sound Procurement practices and ensuring the provision of appropriate education and training to employees involved in Procurement activities. Department Heads will be held accountable for any decision to proceed with a Procurement process or transaction that is not conducted in accordance with this policy or does not have the approval of Procurement Services. By-law Number 6776-26 Page 7 of 31 4.2.3 Department Employees Employees of all Departments are responsible for complying with this policy. Department employees involved in Procurement activities must understand their obligations and responsibilities under this policy and all applicable protocols and procedures, and they should consult with Procurement Services in respect of any questions regarding the application or interpretation of this policy or any relevant procedures. 4.2.4 Procurement Services Employees Employees of Procurement Services are responsible for complying with this policy and ensuring this policy and all protocols and procedures are applied consistently. Employees of Procurement Services are responsible for: (a) providing strategic support, consultation and procurement services to the Departments efficiently and diligently; (b) assisting with the development of Procurement strategies and analysis of business requirements and spending patterns to identify opportunities for more strategic sourcing; (c) communicating Procurement protocols, procedures, and templates to the Town; and (d) training clients on the procurement policy, protocols and forms. Employees of Procurement Services must understand their obligations and responsibilities under this policy and all applicable protocols and procedures, and are responsible for complying with this policy and ensuring consistent application of this policy. Employees of Procurement Services should consult with the Procurement Manager in respect of any questions regarding the application or interpretation of this policy. Employees of Procurement Services must understand their obligations and responsibilities under this policy and all applicable protocols and procedures, and they should consult with the Procurement Manager in respect of any questions regarding the application or interpretation of this policy, and the protocols and procedures. 4.2.5 Legal Services It is the role of Legal Services to provide legal advice and assistance on the Town’s Procurement activities and its relationships with Suppliers. In fulfilling this role, Legal Services is responsible for: (a) advising the Procurement Manager as required on legal issues arising from Procurement activities and reviewing and approving specific Solicitation Documents and related documentation referred for legal review by the Procurement Manager; (b) providing advice on the finalization of Contracts and agreements and reviewing and advising on proposed changes to the Town’s standard terms and conditions, legal agreements, and Solicitation Document templates; and (c) providing legal advice and counsel to the Town in the event of a Contract dispute or legal challenge flowing from a Procurement process. By-law Number 6776-26 Page 8 of 31 4.3 Procurement Governance Committee Procurement Governance Committee (“PGC”) is hereby established for the purpose of making determinations in relation to: (a) the Procurement Protest Protocol; (b) the Supplier Suspension Protocol; (c) Non-Standard Procurements with values between $100,000 and $250,000 inclusive; (d) Non-Standard Procurements relating to software licenses, maintenance, and pay- related fees (excluding implementation costs) for contracts up to five years and over $250,000; (e) Non-Standard Procurements through a Piggyback for values between $250,000 and $500,000; (f) whether a country is Acting in Good Faith of Trade Treaties pursuant to the definition in Schedule A – Definitions; (g) whether a Bid from a Supplier that is located in a country that is not Acting in Good Faith of Trade Treaties can still be awarded a Contract, due to the Deliverables being deemed as essential to the Town’s operations or if it is the only viable submitted Bid; and (h) considering and providing input on other Procurement matters that may be referred to it by the Procurement Manager. Meetings and deliberations of the PGC will include the Procurement Manager and at least two members of the Executive Leadership Team or their designates. Legal Services will provide guidance and advice to the PGC, as required. Section 5 – Establishment of Supply Arrangements 5.1 Recurring Requirements Before initiating a Procurement, Departments must consider the availability of existing supply arrangements. If the Deliverables will be required on a frequent or regularly recurring basis, and there is no existing supply arrangement, the Department must consult with Procurement Services about the possibility of establishing a Standing Offer or Qualified Supplier Roster. 5.2 Standing Offers Standing Offers may be established for standardized Deliverables to be purchased by all Departments, where: (a) the requirements for Deliverables are recurring and predictable over an extended period of time; (b) the requirements are standard and clearly defined at the time of establishment of the Standing Offer; and (c) it is possible to fix pricing for the Deliverables for the duration of the Standing Offer. By-law Number 6776-26 Page 9 of 31 The establishment of a Standing Offer does not create a contractual commitment to procure Deliverables from the Supplier. The commitment to purchase against a Standing Offer is formed at the time a specific order is placed through the issuance of a Purchase Order to the Supplier. The Procurement Manager is Authorized to establish Standing Offers through an Open Competition. The Open Competition will be managed by Procurement Services, with the co-operation and involvement of subject-matter experts from the relevant Department(s). If multiple Standing Offers are established for the same goods or services, clear ranking methodologies and call-up procedures must be specified. 5.3 Qualified Supplier Rosters Qualified Supplier Rosters may be established to prequalify Suppliers that will be eligible to compete for individual work assignments involving the delivery of a particular type of Deliverables, as and when required. The establishment of a Qualified Supplier Roster does not create a contractual commitment to procure Deliverables from any of the Suppliers. Qualified Suppliers may be required to enter into a Master Framework Agreement. When Deliverables are required, a Roster Competition will be conducted for the purposes of awarding a Contract, or multiple Contracts, to qualified Suppliers. The Procurement Manager is Authorized to conduct Open Competitions to establish Qualified Supplier Rosters. Such Open Competitions will be managed by Procurement Services, with the co-operation and involvement of the Department(s), in accordance with the Qualified Supplier Roster Protocol. Section 6 – Procurement of Deliverables 6.1 Procurement Planning Effective Procurement planning is essential to ensuring an effective result and to limit risk to the Town. Departments must follow the Procurement Planning Protocol and ensure that they leave sufficient time to plan for a Procurement, including time for: (a) developing proper specifications and business requirements; (b) obtaining internal reviews; (c) conducting a Competitive Process, as required; and (d) obtaining necessary approvals. 6.2 Market Research Where the Department is uncertain about the Deliverables required or where there is insufficient internal knowledge about the market, the Department must consult with Procurement Services about conducting a Request for Information (“RFI”) process. An RFI process must be conducted by Procurement Services, and be openly posted in order to gather market research from prospective Bidders. It must not be used as a pre- qualification tool. By-law Number 6776-26 Page 10 of 31 6.3 Procurement Value It is important to accurately estimate the value of the Procurement to determine the appropriate Procurement method and ensure compliance with the requirements of this policy. For continuous operations, and where the market for supply of the Deliverable permits, the Procurement Value should be calculated by considering Town needs for the next five (5) years. Possible extension years must be included in the calculation of the Procurement Value. Capital projects are to be considered as individual projects. Departments must refer to the Procurement Planning Protocol for additional guidance on determining the Procurement Value. 6.4 Contract-Splitting Subdividing, splitting or otherwise structuring Procurement requirements or contracts in order to reduce the value of the Procurement or in any way circumvent the requirements or intent of this policy is not permitted. 6.5 Initiating Procurement Unless specifically permitted under this policy or the Procurement protocols or procedures, Departments are not permitted to procure Deliverables or engage with potential Suppliers regarding the Procurement of Deliverables without the involvement of Procurement Services. All procurements must be initiated in accordance with the Procurement Planning Protocol. 6.6 Procurement Authorization Before any Procurement process begins, authorization of the Procurement and delegation of Authority to procure must be obtained in accordance with the Threshold and Authorization Schedule (Schedule D). 6.7 Standard Procurement Methods Depending on the nature, value, and circumstances of the Procurement, the Town may procure Deliverables through the standard Procurement methods outlined below in this Section. The various thresholds are set out in Schedule C of this policy. 6.7.1 Existing Supply Arrangement 6.7.1.1 Ordering from Standing Offer When a Standing Offer is available, its use is mandatory for all Departments. To purchase from a Standing Offer, Departments should process orders directly with the Supplier. The purchase from a Standing Offer can be made through P-Card or a Purchase Order. The Purchase Order referencing the Standing Offer and reflecting the prices and terms and conditions of the Standing Offer will be created and issued to the Supplier by the Department. 6.7.1.2 Roster Competition If the Deliverables are available under an existing Qualified Supplier Roster, they must be acquired through a Roster Competition. By-law Number 6776-26 Page 11 of 31 Roster Competitions will be managed by Procurement Services, with the co-operation and involvement of the Department, in accordance with the Qualified Supplier Roster Protocol. 6.7.2 Low-Value Procurement Where the Procurement Value is below the Low-Value Purchase Threshold and the Deliverables are not covered under an existing Standing Offer or Qualified Supplier Roster, Departments may make Low-Value Procurements without the involvement of Procurement Services. Preference should be given to Canadian Suppliers that use Canadian-made products or Canadian-based services, where possible. It is the responsibility of the Department to determine if there is an existing Standing Offer or Qualified Supplier Roster for the required Deliverables before making a purchase. When available, the Deliverables must be purchased in accordance with the terms of the Standing Offer or in accordance with the Qualified Supplier Roster Protocol. For Low-Value Procurements, the Department is only required to obtain one written quote and may acquire the Deliverables using a corporate purchasing card or by submitting a Purchase Order requisition to be approved by the Manager based on the individual’s Financial Authority. Where practical, Departments are encouraged to obtain multiple quotes to ensure they are obtaining the best value. Quotes may be obtained through advertisements or Supplier catalogues or by contacting the potential Supplier(s) by telephone or email. The Department Head is responsible and accountable for Low-Value Procurements and may Authorize specific individuals within the Department to make Low-Value Procurements and may assign specific spending Authority limits, in accordance with the individual’s Financial Authority. If a Department anticipates making multiple Low-Value Procurements of the same Deliverables and the total value of those purchases may exceed the applicable Low-Value Purchase Threshold, the Department must contact Procurement Services to discuss the possibility of setting up a Standing Offer or Qualified Supplier Roster. 6.7.3 Mid-Value Procurement (Invitational Competition) A Mid-Value Procurement uses an Invitational Competition, in which Bids are solicited from a minimum of three Suppliers and is the standard method of Procurement when the Procurement Value is between the Low-Value Purchase Threshold and the High- Value Purchase Threshold. Preference should be given to Canadian Suppliers that use Canadian-made products or Canadian-based services, where possible. For Mid-Value Procurements, the Department may acquire the Deliverables by submitting a Purchase Order requisition to be approved by the Manager or Department Head based on the individual’s Financial Authority. The Department Head is responsible and accountable for ensuring that the process is conducted in accordance with the Invitational Competition Protocol. A High-Value Procurement may be conducted in lieu of a Mid-Value Procurement, where the Procurement Manager, in consultation with the Department, determines that it would be in the Town’s best interest. By-law Number 6776-26 Page 12 of 31 6.7.4 High-Value Procurement (Open Competition) A High-Value Procurement, in which Bids are solicited from all interested Suppliers through a publicly posted Solicitation Document, is the standard method of Procurement when the Procurement Value equals or exceeds the High-Value Procurement Thresholds. High-Value Procurements must also be used to establish Standing Offers. High-Value Procurements may include two-stage Procurement processes in which a pre-qualification process is conducted by soliciting and evaluating submissions from all interested Suppliers to establish a short list of prequalified Suppliers that will be eligible to submit a Bid in response to a second-stage Solicitation Document. A two-stage Procurement process may be used whenever determined appropriate by the Procurement Manager. High-Value Procurements will be managed by Procurement Services, with the co- operation and involvement of the Department, in accordance with the Open Competition Protocol. Bids submitted by Suppliers that are located outside of Canada and in countries not Acting in Good Faith of Trade Treaties will not be considered, unless deemed in the discretion of the PGC to be essential for the operation of the Town or if no other viable Bids, as determined in the discretion of the PGC, are submitted. 6.8 Non-Standard Procurement Non-Standard Procurement means the acquisition of Deliverables through a method other than the standard method for the type and value of the Deliverables, as set out above under Section 6.7. Non-standard Procurement methods include: (a) acquiring Deliverables directly from a particular Supplier without conducting a Competitive Process when an Invitational Competition or an Open Competition would normally be required; and (b) soliciting Bids from a limited number of Suppliers without conducting an open pre- qualification process when an Open Competition would normally be required. The use of a Non-Standard Procurement process is permitted only under the specific circumstances set out in the Non-Standard Procurement Protocol and must be approved in accordance with the Non-Standard Procurement Protocol. Under no circumstances will a Non-Standard Procurement be used for the purpose of avoiding competition among Suppliers. 6.9 Contract Award and Finalization Contracts must be awarded in accordance with this policy and the applicable protocol(s) governing the Procurement process and must be authorized in accordance with the Threshold and Authorization Schedule (Schedule D). A Contract may be entered into through the execution of a legal agreement and/or the issuance of a Purchase Order evidencing the contract. The Contract must be entered into prior to the delivery or provision of the Deliverables. No work shall commence without a By-law Number 6776-26 Page 13 of 31 Purchase Order having been issued with sufficient funds available for the work. The Procurement Manager has delegated Authority to issue Purchase Orders on behalf of the Town. Agreements must be signed in accordance with the Threshold and Authorization Schedule (Schedule D). No Contract may be entered into, either through the issuance of a Purchase Order or the execution of an agreement, unless: (a) approved funding in an amount sufficient to cover the Procurement Value is available; (b) the Procurement process was conducted in accordance with this policy; and (c) applicable protocols and all required authorizations have been obtained. Section 7 – Supplier Relations and Contract Management 7.1 Debriefings Where the Town has conducted an Open Competition Request for Proposal, unsuccessful Proponents may request a debriefing. Debriefings must be conducted in accordance with the Bidder Debriefing Protocol. 7.2 Procurement Protests Suppliers may formally protest the outcome of a Procurement process. Procurement protests must be managed and responded to in accordance with the Procurement Protest Protocol. 7.3 Contract Management All contracts for Deliverables must be managed by the Department in accordance with the Contract Management Protocol. Master Framework Agreements will be managed by Procurement Services in accordance with the Qualified Supplier Rosters Protocol. 7.4 Contract Extensions or Amendments Contract extensions and amendments must not be used to expand a Contract beyond what was contemplated under the terms of the Contract and the original Procurement process or to circumvent the need to procure additional Deliverables through a Competitive Process in accordance with this policy. If a Contract amendment results in a net increase to the Contract value previously approved, the amendment must be approved in accordance with the Contract Management Protocol and the Authorization process with respect to Contract Amendments under Schedule D of this policy. 7.5 Supplier Performance The performance of a Supplier under Contract must be monitored and tracked in accordance with the Town’s Supplier Performance Evaluation Protocol. 7.6 Supplier Suspension Suppliers can be suspended from participating in future Procurement processes in accordance with the Supplier Suspension Protocol. By-law Number 6776-26 Page 14 of 31 Section 8 – Procurement Record-Keeping 8.1 Supplier Information The Town must ensure that Supplier information submitted in confidence in connection with a Procurement process or Contract is adequately protected. Procurement Services and the Departments must ensure that all Bids and Contracts are kept in a secure location and are only accessible by those individuals directly involved with the Procurement or management of the Contract. 8.2 Procurement Records The maintenance, release, and management of all Procurement records must be in accordance with the Town’s policies and procedures on document management and access to information and the Municipal Freedom of Information and Protection of Privacy Act. Procurement Services is responsible for ensuring that all documentation relating to a Procurement is properly filed and maintained in a Procurement project file. Documentation and reports regarding Procurement processes and Contract awards (including Non-Standard Procurements) and data necessary to trace the process conducted electronically must be maintained as required under the Town’s document management policies. Section 9 – Compliance Monitoring and Reporting 9.1 Compliance Monitoring Non-compliance with this policy may expose the Town to the risk of Supplier complaints, reputational damage, Bid disputes, legal challenges, and may comprise the integrity, fairness, openness, and transparency of the process. Department Heads are required to observe and address non-compliance with this policy within their Departments. Where instances of non-compliance are identified, the Department Head is expected to notify the Procurement Manager and obtain advice; (a) with respect to mitigating potential risks to the Town arising from the non- compliance; and (b) to ensure future non-compliance is avoided. The Procurement Manager is responsible for monitoring compliance across the organization. Based on the results of compliance monitoring, reports outlining instances of non-compliance will be issued by the Procurement Manager to the relevant Department Head. The Department Head must address the identified compliance concerns and submit a written confirmation of actions taken to the Procurement Manager. Ongoing concerns with respect to compliance will be subject to internal audit. The Procurement Manager will address noncompliance in accordance with the procedures established under the Non-Compliance Reporting and Remediation Protocol. 9.2 Audit All Procurement activities will be subject to audit by York Region Audit Services. 9.3 Reporting The Procurement Manager will prepare and submit to Council a quarterly report summarizing the Town’s Procurement activities, including: By-law Number 6776-26 Page 15 of 31 (a) Non-standard Procurements; and (b) Procurements over $250,000. Section 10 – Green Procurement 10.1 Green Procurement Town staff are responsible for ensuring that their procurements address the Town’s green procurement objectives in a manner consistent with the Green Procurement Policy. By-law Number 6776-26 Page 16 of 31 Schedule A – Definitions “Acting in Good Faith of Trade Treaties” means that the respective country is honouring the terms of their trade treaty and not applying additional tariffs, as determined in the discretion of the PGC. “Authority” or “Authorized” means the legal right to conduct the tasks outlined in this policy and as directed by Council and delegated through the office of the CAO to the Directors and subsequently to the Procurement Manager. Authorized acquisitions are those in accordance with this policy and that have prior approval of Council either through resolution or through the departmental budget; “Bid” means a submission in response to a Solicitation Document, and includes proposals, quotations, or responses. “Bidder” means a Supplier that submits a Bid, and includes proponents and respondents. “CAO” means the Chief Administrative Officer of the Town. “Competitive Process” means the Solicitation of Bids from multiple Suppliers. “Consultant” means a Person appointed by the Town to provide Professional Services to the Town; “Contract” means a commitment by which the Town agrees to the Procurement of Deliverables by a Supplier, which may be evidenced by an agreement executed by the Supplier and the Town, or a Purchase Order issued by the Town to the Supplier. “Contractor” means the Supplier contracted by the Town to complete/provide the Deliverables pursuant to the terms of a Contract; “Contract Administrator” means an employee assigned to the management of a Contract. “Council” means the acting Council of the Town consisting of the Mayor and Council Members elected by the constituents of the Town of Aurora. “Deliverables” means all goods, services, construction, Work, work products, and other outputs that are, or are required to be, created, produced, delivered, performed, or provided under a Contract. “Department” means the department of the Town that is requisitioning the Deliverables. “Department Head” means the Director of a Department, or their designate, and shall include the CAO with respect to their direct responsibilities for the Department. “Department Lead” means the employee of a Department who has been assigned primary responsibility for a Procurement. “Division” means the division of the Town that is requisitioning the Deliverables. “Division Manager” means the Manager of a Division, or their designate. “Equipment” means the materials, goods, services, or products to be provided to the Town pursuant to the Solicitation Document and which are necessary to complete the requirements of the Contract. By-law Number 6776-26 Page 17 of 31 “Financial Authority” refers to the Town’s financial authority registry which outlines the signing authority for individual Town employees. “High-Value Procurement” is an Open Competition where Bids are sought from Suppliers within the High Value Procurement threshold set out in Schedule C of this policy. “High-Value Purchase Threshold” means the minimum value for a Procurement that the Town must procure using an Open Competition. “Invitational Competition” means a Competitive Process in which an invitation to submit Bids is issued to at least three Suppliers. “Legal Services” means the Town’s Legal Services division. “Low-Value Procurement” means any Procurement of Deliverables with a value below the Low-Value Purchase Threshold set out in Schedule C of this policy, except where the Procurement is made through an existing Standing Offer or Qualified Supplier Roster. “Low-Value Purchase Threshold” means the maximum value for a Procurement of Deliverables that the Town may procure without proceeding with an Open Competition. “Master Framework Agreement” means a master agreement entered into between the Town and Suppliers that are on a Qualified Supplier Roster. “Mid-Value Procurement” is an Invitational Competition where Bids are sought from Suppliers within the Mid-Value Procurement threshold set out in Schedule C of this policy. “Non-Standard Procurement” means the acquisition of Deliverables through a process or method other than the standard method required for the type and value of the Deliverables. Non-standard Procurement methods include: (a) acquiring Deliverables directly from a particular Supplier without conducting a Competitive Process when an Invitational Competition or an Open Competition would normally be required; and (b) soliciting Bids from a limited number of Suppliers without conducting an open prequalification process when an Open Competition would normally be required. “Open Competition” means the solicitation of Bids through a publicly posted Solicitation Document. “Open Competition Threshold” means the minimum value for a Procurement that the Town must procure using an Open Competition. “Performance Evaluation Report” means a report evaluating a Supplier’s performance in accordance with the Town’s Supplier Performance Evaluation Protocol, and includes both Interim and Final Performance Evaluation Reports. “Person” means an individual, corporation, partnership, firm, or an unincorporated association; “Piggyback” means a Procurement using an existing competitive award from another government entity or agency. By-law Number 6776-26 Page 18 of 31 “Procurement” means the acquisition of Deliverables by purchase, rental, or lease. “Procurement Governance Committee” (“PGC”) means the committee established by the Town under the Procurement Policy for the purposes of considering and making determinations on procurement-related matters, including determinations under the Town’s Procurement Protest Protocol, and the Supplier Suspension Protocol. “Procurement Manager” means the individual officer or employee of the Town who is responsible for Procurement Services. “Procurement Plan” means the plan developed by a Department at the outset of an Invitational Competition or Open Competition in accordance with the Competitive Procurement Planning Protocol. “Procurement Services” means the department, division, or unit responsible for purchasing Deliverables for the Town. “Procurement Value” means the maximum total value of the Deliverables being procured, and it must include all costs to the Town, including, as applicable, acquisition, maintenance, replacement, and disposal; training, delivery, and installation; and extension options, less applicable rebates or discounts and exclusive of sales taxes. “Professional Services” means services requiring technical or specialized skills or expertise and which are provided by a Person for a fee on the basis of a defined project or undertaking to recommend and assist with implementing solutions; this includes services of those holding professional licenses, such as architects, auditors, engineers, lawyers, designers, surveyors, management and financial consultants, brokers, soil consultants, real estate appraisers, Ontario land surveyors, and any other consulting service rendered on behalf of the Town. “Purchase Order” means the Town’s written document issued by a duly authorized employee of the Town to a Supplier formalizing all the terms and conditions of the purchase and supply of the Deliverables identified on the face of the Purchase Order. “Purchasing Card” means a credit card provided by the Town to authorized officers and employees of the Town for their use as a payment method to purchase directly from Suppliers where permitted under the Procurement Policy and in accordance with any cardholder agreement and applicable procedures. “Qualified Supplier Roster” means a list of Suppliers that have participated in and met the requirements of a Request for Pre-Qualifications and have therefore been prequalified to perform individual work assignments for the Town involving the delivery of a particular type of Deliverable. “Request for Information” or “RFI” means a market research initiative for the collection of data for the purposes of future Procurement planning. “Request for Pre-Qualifications” or “RFPQ” means a Request for Information about potential Suppliers to determine whether they have the qualifications and capability to perform the contractual obligations as may be required to establish a Qualified Supplier Roster; “Request for Proposal” or “RFP” means a Solicitation for Bidders to propose solutions or ideas on how the proposed Deliverables should be fulfilled, along with their proposed cost for fulfilling the proposed Deliverables; By-law Number 6776-26 Page 19 of 31 “Request for Quote” or “RFQ” means a Solicitation for Bidders to provide an irrevocable quote with respect to how much it would cost to provide the Town with Deliverables as described by the Town; “Request for Tender” or “RFT” means a Solicitation used to obtain irrevocable competitive Bids, through a sealed Bid process, in cases where the Town has specified the details of the Deliverables that are required; “Roster Competition” means an invitational competition between Suppliers on a Qualified Supplier Roster for the selection of at least one such Supplier to fulfill a discrete assignment for Deliverables during the term of the roster. “Solicitation” or “Solicitation Document” means the document issued by the Town, or by another government entity or agency in the case of a Piggyback Procurement, to solicit Bids from Bidders, which may be in the form of an RFQ, RFP, RFT, or other RFx bid document. “Standing Offer” means a written offer from a pre-approved Bidder to supply Deliverables to the Town, upon request, through the use of an ordering process during a particular period of time, at a predetermined price or discount, generally within a predefined dollar limit; the Standing Offer does not create a contractual commitment from either party for a defined volume of business, and the commitment to purchase against a Standing Offer is formed at the time a specific order is placed through the issuance of a Purchase Order to the Bidder. “Supplier” means a person carrying on the business of providing Deliverables. “Total Cumulative Increase” means the total value of all increases to the original Procurement Value, including the value of all previously approved amendments and the value of the proposed amendment. “Town” means The Corporation of the Town of Aurora. “Work” means the total works, goods, equipment, and related services performed or provided, or to be performed or provided, by the Contractor or Consultant, or their agents, permitted assigns, and/or sub-contractors or sub-consultants, along with the provision of supplies, as needed to complete the requirements of a Contract and any associated Solicitation Document. By-law Number 6776-26 Page 20 of 31 Schedule B – Non-Standard Procurements This policy does not apply with respect to competitive Procurement requirements, and in such cases Procurement can be conducted as a Non-Standard Procurement, when: (a) it can be demonstrated that the Deliverables can be supplied only by a particular Supplier and no alternative or substitute exists for the following reason(s): • there is an absence of competition for technical reasons; or • patents, copyrights, or other exclusive rights must be protected. (b) the Deliverables involve matters of a confidential or privileged nature and the disclosure of those matters through an Open Competition could reasonably be expected to compromise government confidentiality, result in the waiver of privilege, cause economic disruption, or be contrary to the public interest; (c) the Deliverables consist of a prototype or a first good or service to be developed in the course of and for a particular Contract for research, experiment, study, or original development, but not for any subsequent purchases; (d) the Deliverables are available under exceptionally advantageous circumstances that arise infrequently or are will only be available in the very short term, such as resale of used equipment, liquidation, bankruptcy, or receivership; (e) unforeseeable events have resulted in a situation where extreme urgency exists and the Deliverables could not be obtained in time through an Open Competition. Note: the Department Lead must clearly identify and explain the unforeseeable events that brought about the urgency; failure to plan for and proceed with a Procurement in a timely manner will not be considered a valid reason for a Non- Standard Procurement; (f) the Procurement Value is below the Open Competition Threshold, and it is in the Best Interest of the Town to proceed with a Non-Standard Procurement. Note: the Department Lead must clearly explain why it is in the Best Interest of the Town to proceed with a Non-Standard Procurement rather than an Invitational Competition, and for the purposes of this and the following provision: • “Best Interest of the Town” shall mean circumstances where a non‑standard procurement is necessary to reasonably protect or advance the Town’s operational, financial, legal, or strategic objectives, and where using a standard competitive process would not lead to an outcome that is practical, timely, or beneficial to the Town. This applies in situations where a competitive process would create undue delay, operational or financial risk, service disruption, disproportionate cost, or prevent the Town from securing necessary specialized expertise or value. It does not apply to situations arising from convenience, personal preference, or avoidable delays in planning; (g) the Procurement is otherwise exempt from Open Competition requirements under all applicable trade agreements, so long as the Supplier’s country is Acting in Good Faith of Trade Treaties, and it is in the Best Interest of the Town to proceed with a Non-Standard Procurement. Note: the Department Lead must indicate the specific section(s) of the applicable trade agreements that provide for the exemption and clearly explain why it is in the Best Interest of the Town to By-law Number 6776-26 Page 21 of 31 proceed with a Non-Standard Procurement rather than an Open Competition, and for the purposes of this provision, Best Interest of the Town shall mean as set out directly above; (h) the Procurement is to be awarded under a Piggyback arrangement, as permitted under this policy; (i) there cannot be a change made to the existing Supplier due to economic or technical reasons, software licenses/maintenance/services, or installations procured under the initial procurement; (j) there cannot be a change made to the existing Supplier due to a Significant Inconvenience or Substantial Duplication of Costs for the Town. Note: for the purposes of this provision: • “Significant Inconvenience” shall mean a level of disruption, delay or operational impact that is material and unreasonable in the circumstances and that impairs the ability of the Town to carry out expected activities or obligations in a timely or efficient manner. It may be applied in circumstances of material delay affecting a project schedule, service delivery, or operational requirements; excessive additional effort or cost; repeated or prolonged disruptions; or impacts that exceed minor or routine operational difficulty; • “Substantial Duplication of Costs” shall mean a circumstance where awarding a contract to a Supplier other than the current or original Supplier would cause the Town to incur significant additional or repeat costs, which would not otherwise be required. These costs typically arise because a new Supplier would need to redo, replicate, or replace work, designs, data, systems, engineering, or other deliverables already completed by the existing Supplier, and where those additional costs cannot reasonably be avoided or recovered through an open competitive process. Substantial Duplication of Costs may occur where the existing Supplier’s specialized or technical work cannot be transferred without significant rework, resulting in material additional costs, inefficiencies, delays, or loss of value that would be disproportionate to the benefits of an open competition. It does not include situations where the extra costs of changing Suppliers are minimal, avoidable, or part of a normal transition; (k) the Procurement is for an offer to buy-out equipment or extend a rental contract that may be beneficial to the Town; (l) the Procurement is due to a Contract termination/expiry/or other reason, and the Deliverables are Purchased for a short interim period to meet immediate recurring business requirements while a related Procurement process is initiated for a longer-term supply of the same Deliverables; (m) an Open Competition was conducted for the required Deliverables and did not result in the receipt of any valid Bids in accordance with this policy. By-law Number 6776-26 Page 22 of 31 Schedule C – Procurement Thresholds Table 1 – Procurement Thresholds Low-Value Procurements Less than $50,000 Mid-Value Procurements (Invitational Competition) $50,000 to less than $100,000 High-Value Procurements $100,000 and greater By-law Number 6776-26 Page 23 of 31 Schedule D – Threshold and Authorization Schedule A. Standard Procurement Table 1 – Table of Authority Procurement Method and Threshold Authorize to Initiate Procurement Delegated Authority to Award* Contract Requirement Order from Existing Standing Offer Department Head Division Manager Use existing contract from standing offer if available; Contract approved based on Financial Authority Roster Competition Less than $50,000 Department Head Division Manager Use existing contract from roster if available; Contract approved based on Financial Authority Roster Competition $50,000 and greater Department Head Division Manager and Procurement Manager Use existing contract from roster if available; Contract approved based on Financial Authority Low-Value Procurement less than $25,000 Department Head Division Manager None required Low-Value Procurement $25,000 to less than $50,000 Department Head Division Manager Purchase Order required Mid-Value Procurement (Invitational Competition) $50,000 to less than $100,000 Department Head Division Manager Executed agreement required for all procurements in a form approved by Legal Services; Contract approved based on Financial Authority High-Value Procurement (Open Competition) less than $1,000,000 Department Head Division Manager and Procurement Manager Executed agreement required for all procurements in a form approved by Legal Services; Contract approved by Department Head or delegate, in accordance with Financial Authority High-Value Procurement (Open Competition) equal to or greater than $1,000,000 Department Head Division Manager and Procurement Manager Executed agreement required for all procurements in a form approved by Legal Services; Contract approved by CAO *The ability to award is contingent on the individual having the Financial Authority to do so. 1. Authorization Process (a) The Department Lead completes the requisition and submits it to the Department Head. (b) The Department Head reviews and may approve the requisition. (c) If a Contract is required and is valued at less than $1,000,000, then it must be in a By-law Number 6776-26 Page 24 of 31 form approved by Legal Services and signed by an individual in the Department with the appropriate Financial Authority. If the Contract required is equal to or greater than $1,000,000, then the Contract must be in a form approved by Legal Services and approved and signed by the CAO. (d) No Procurement may be Authorized unless sufficient funding is available in an approved budget, unless Authorized by Council. 2. Delegated Authority to Procure The delegation of Authority to procure includes the authority to: (a) conduct the Procurement process in accordance with this policy and applicable Town protocols; (b) approve the Procurement document(s) for a Competitive Process; (c) approve the selection of qualified Bidders in a multi-stage Open Competition; (d) approve the establishment of Qualified Supplier Rosters; and (e) approve the award of the Contract. 3. Conditions of Delegated Authority to Procure Delegated Authority to procure is subject to the following conditions: (a) No Procurement may be initiated unless approved budget funding in an amount sufficient to cover the Procurement Value is available. (b) In the case of a multi-stage Open Competition, qualified Bidders are selected in accordance with the evaluation and selection process set out in the Solicitation Document. (c) No Contract award may be approved unless: i) sufficient funding is available in an approved budget; ii) the Procurement process was conducted through the standard Procurement method, as determined in accordance with this policy; iii) the Procurement process was conducted in accordance with this policy and all applicable protocols; and iv) in the case of a Competitive Process, the Contract is awarded to the top- ranked Bidder, as determined in accordance with the evaluation and selection process set out in the Solicitation Document. Where the Authority to procure is delegated to multiple individuals, all such individuals must be satisfied that the above conditions of delegated Authority are met. 4. Council Authority If any of the applicable conditions of delegated Authority are not met, Council approval must be obtained before proceeding with any Procurement activity. By-law Number 6776-26 Page 25 of 31 Non-Standard Procurement Table 2 – Table of Authority Procurement Value Authorize Procurement Delegated Authority to Procure Contract Requirement $50,000 to less than $100,000 Department Head Department Lead Executed agreement required for all procurements in a form approved by Legal Services; Contract approved by Department Head or delegate, in accordance with Financial Authority up to $1,000,000, and by CAO for $1,000,000 or more $100,000 to less than $250,000 PGC Department Head $250,000 and greater for software licenses, maintenance, and related fees (excluding implementation costs) for contracts of up to five years PGC Department Head for Piggyback Procurements up to $500,000 PGC for all other procurements Council 1. Authorization Process (a) The Department Lead completes the requisition and submits it to the Department Head. (b) The Department Head reviews and may approve the requisition. (c) If the Procurement Value is less than the applicable Open Competition Threshold, the Department Head may authorize the Procurement and delegate the Authority to procure to the Department Lead. (d) If the Procurement Value is equal to or greater than $100,000 but less than $250,000, the PGC may authorize the Procurement and delegate the Authority to procure to the Department Head. (e) No Procurement may be Authorized unless sufficient funding is available in an approved budget, unless Authorized by Council. (f) If the Procurement Value is equal to or greater than $250,000, the Department Head must submit a report to Council for Authority to proceed with the Procurement, unless authorization is delegated to the PGC in accordance with paragraph (g) or (h). Council may then authorize the Procurement and delegate the Authority to procure to the Department Head. (g) If the Procurement Value is equal to or greater than $250,000 and is for the Procurement of a software license, maintenance, or related fees (excluding implementation costs) for a contract of up to five years, the By-law Number 6776-26 Page 26 of 31 PGC may Authorize the Procurement and delegate the Authority to procure to the Department Head. (h) If the Procurement Value is equal to or greater than $250,000 and less than $500,000 for a Piggyback with a government entity or agency, the PGC may Authorize the Procurement and delegate the Authority to procure to the Department Head. 2. Delegated Authority to Procure In the case of a Non-Standard Procurement, the delegation of Authority to procure includes the authority to negotiate and finalize the Contract with the selected Supplier. Contract requirements follow the same thresholds as standard Procurements. No Contract may be finalized unless sufficient funding is available in an approved budget and is approved by Legal Services. B. Contract Issuance or Execution 1. Authorized Signatories The Procurement Manager has delegated Authority to issue Purchase Orders on behalf of the Town. The following individuals have delegated Authority to execute legal agreements on behalf of the Town: Table 3 – Authorized Signatories Procurement Value Authorized Signatory < $1,000,000 Department Head or delegate, in accordance with Financial Authority ≥ $1,000,000 CAO Note: All Contracts shall be reviewed by Legal Services prior to signing. 2. Review and Execution Process (a) In accordance with the delegated Authority to procure, the authorized individual(s): i) approves the award of the Contract; ii) confirms all pre-conditions of award are met; and iii) assembles all Contract documents and provides the Contract documents to Legal Services for review. (b) If an agreement is to be signed, Legal Services reviews and approves the agreement for signature and the agreement is sent to the Authorized Signatory. (c) The agreement is signed by the Authorized Signatory. By-law Number 6776-26 Page 27 of 31 3. Pre-Approval of Standard Term Contracts Legal Services may approve standard term Contract documents, including Purchase Order terms, standard forms of agreement, and supplementary terms and conditions for use in specified circumstances and subject to established conditions. C. Contract Amendments Table 4 – Table of Authority if Total Cumulative Increase is Less Than 20% of Original Procurement Value Total Cumulative Increase Authorize Amendment < $50,000 Department Head ≥ $50,000 CAO Table 5 – Table of Authority if Total Cumulative Increase is Equal to or More Than 20% of Original Procurement Value Total Cumulative Increase Authorize Amendment < $250,000 CAO ≥ $250,000 Council Total Cumulative Increase means the total value of all increases to the original Procurement Value, including the value of all previously approved amendments and the value of the proposed amendment. 1. Authorization Process (a) The Contract Administrator completes the requisition. (b) Based on the Procurement Value, the Contract Administrator obtains the appropriate Authority in accordance with the above tables. If the amendment must be Authorized by the CAO, the requisition must first be approved by the Department Head then by the CAO. (c) No Contract amendment may be Authorized unless sufficient funding is available in an approved budget, unless Authorized by Council. By-law Number 6776-26 Page 28 of 31 Schedule E – Exclusions 1. Excluded purchases, acquisitions, and expenditures (a) This policy does not apply to the acquisition of the following Deliverables: i) services provided by licensed lawyers, notaries, or forensic auditors; ii) services of expert witnesses or factual witnesses used in court or other legal proceedings, including tribunal matters; iii) financial services including banking, merchant fees, brokerage, debt issuance, and investments; iv) insurance premiums and services, including insurance adjusters, and replacement purchases made as a result of an insurance claim; v) goods intended for resale to the public; vi) goods purchased on a commodity market; vii) works of art; viii) subscriptions to newspapers, magazines, or other periodicals. ix) goods, services or construction where 100 percent of the total cost is funded by a third party; x) suppliers and entertainers for special events and programs; xi) goods or services for the purpose of conducting a municipal by-election (b) This policy does not apply to Contracts or agreements relating to hiring of employees or employee compensation, or memberships or dues, or reimbursement of employee expenses, or employee training, including conferences, courses, and seminars. (c) This policy does not apply to goods or services procured from a government entity or non-profit organization. Note: This exclusion does not apply to Procurements that are covered by the Canada-European Union Comprehensive Economic and Trade Agreement (the “CETA”). (d) This policy does not apply when the Procurement is for a Contract to be awarded to the winner of a design contest, if the contest was organized in a fair and transparent manner and was advertised by a publicly posted notice and participants were judged by an independent jury; (e) This policy does not apply when the Procurement is being conducted on behalf of an entity that is not covered by the Procurement Policy. (f) This policy does not apply to payment of the Town’s general expenses, such as: i) Taxes including Harmonized Sales Tax (HST), remittance of property taxes, and development charges to school boards and York Region; ii) Debt repayment and sinking fund contributions; By-law Number 6776-26 Page 29 of 31 iii) Costs related to employee training, development, and recruitment in accordance with Town policies; iv) Grants to agencies in accordance with Town policies; v) Postage and courier services; vi) Utility charges for consumption and acquisition of water, sewer, electricity, and natural gas; vii) Utility relocation and construction costs relating to a capital project; viii) Town-sponsored employee purchase programs; ix) Employment agencies for temporary employment contracts; x) Appraisal fees; xi) Arbitrators, mediators, and other similar professionals. 2. Approval and Payment of Excluded Acquisitions and Expenditures The approval and payment of excluded items is to be completed in accordance with the Town’s financial authority registry. By-law Number 6776-26 Page 30 of 31 Schedule F – Supplier Code of Conduct The Town requires its Suppliers to act with integrity and conduct business in an ethical manner. The Town may refuse to do business with any Supplier that has engaged in illegal or unethical bidding practices, has an actual or potential conflict of interest or an unfair advantage, or fails to adhere to ethical business practices. Suppliers are responsible for ensuring that any employees, representatives, agents, or subcontractors acting on their behalf conduct themselves in accordance with this Supplier Code of Conduct. The Town may require the immediate removal and replacement of any individual or entity acting on behalf of a Supplier that conducts themselves in a manner inconsistent with this Supplier Code of Conduct. The Town may refuse to do business with any Supplier that is unwilling or unable to comply with such requirement. A. Illegal or Unethical Bidding Practices Illegal or unethical bidding practices include: (a) bid-rigging, price-fixing, bribery or collusion, or other behaviours or practices prohibited by federal or provincial statutes; (b) offering gifts or favours to the Town’s officers, employees, appointed or elected officials, or any other representative of the Town; (c) engaging in any prohibited communications during a Procurement process; (d) submitting inaccurate or misleading information in a Procurement process; and (e) engaging in any other activity that compromises the Town’s ability to run a fair Procurement process. The Town will report any suspected cases of collusion, bid-rigging, or other offences under the Competition Act to the Competition Bureau or to other relevant authorities. B. Conflicts of Interest All Suppliers participating in a Procurement process must declare any perceived, possible, or actual conflicts of interest. The term “conflict of interest,” when applied to Suppliers, includes any situation or circumstance where: (a) in the context of a Procurement process, the Supplier has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to: i) having, or having access to, confidential information of the Town that is not available to other Suppliers; ii) having been involved in the development of the Procurement document, including having provided advice or assistance in the development of the Procurement document; By-law Number 6776-26 Page 31 of 31 iii) receiving advice or assistance in the preparation of its response from any individual or entity that was involved in the development of the Procurement document; iv) communicating with any person with a view to influencing preferred treatment in the Procurement process (including but not limited to the lobbying of decision-makers involved in the Procurement process); or v) engaging in conduct that compromises, or could be seen to compromise, the integrity of an open and competitive Procurement process or render that process non-competitive or unfair; or (b) in the context of performance under a potential Contract, the Supplier’s other commitments, relationships, or financial interests: i) could, or could be seen to, exercise an improper influence over the objective, unbiased, and impartial exercise of its independent judgment; or ii) could, or could be seen to, compromise, impair, or be incompatible with the effective performance of its contractual obligations. Where a Supplier is retained to participate in the development of a Solicitation Document or the specifications for inclusion in a Solicitation Document, that Supplier will not be allowed to respond, directly or indirectly, to that Solicitation Document. C. Ethical Business Practices In providing Deliverables to the Town, Suppliers are expected to adhere to ethical business practices, including: (a) performing all Contracts in a professional and competent manner and in accordance with the terms and conditions of the Contract and the duty of honest performance; (b) complying with all applicable laws, including safety and labour codes (both domestic and international as may be applicable); and (c) providing workplaces that are free from harassment and discrimination.