Ineligibility and Suspension Policy

This policy is effective as of May 31, 2024.

This policy applies to all procurement processes, standing offers, supply arrangements, contracts and other instruments entered into or commenced by a department ("department") or agency ("agency") identified in Schedules I, I.1 or II to the Financial Administration Act or another federal entity that voluntarily adopts this policy, other than the following:

1. 2.1 contracts that relate to the fulfillment of Canada's obligations or the stationing of Canadian troops under an international agreement (which includes, without limitation, contracts for goods, the carrying out of works and the provision of services that are necessary for the fulfillment of such international agreement and the stationing or the mission related thereto);
2. 2.2 contracts to be completed outside of Canada and real property agreements for foreign properties, in each case, which are formed, awarded, accepted or otherwise executed by Canada outside of Canada;
3. 2.3 contracts to be completed outside of Canada and real property agreements for foreign properties, in each case, which are:
   1. 2.3.1 formed, awarded, accepted or otherwise executed by Canada inside Canada; and
   2. 2.3.2 specifically excluded by the relevant Deputy Head or equivalent;
4. 2.4 inter-governmental and intra-governmental agreements and memoranda of understanding;
5. 2.5 financial contracts;
6. 2.6 insurance and surety contracts;
7. 2.7 contracts of employment;
8. 2.8 contracts that are ancillary or incidental to a main contract;
9. 2.9 contracts with federal entities that have investigative powers where application of this policy could compromise criminal investigations, national security or public safety;
10. 2.10 contracts between Canada and Indian Band Councils;
11. 2.11 transfer payments (that is, grants, contributions and other transfer payments);
12. 2.12 contracts under the foreign military sales program;
13. 2.13 any routine acquisition as it relates to operational requirements, regardless of dollar value, made using a Government of Canada acquisition card where there is no written contract between Canada and the other party, but where a bill of sale or receipt will be issued to evidence the acquisition—the foregoing does not extend to acquisition cards that are used to make payments against contracts, standing offers, supply arrangements or other contracting instruments;
14. 2.14 licences of occupation or land use permits for access on third party lands (which includes, without limitations, those required for accessing federal real property);
15. 2.15 contracts for legal services (including, without limitation, those for the appointment of legal agents) issued by or under the authority of the Minister of Justice or the Attorney General of Canada;
16. 2.16 contracts for material and expert witnesses retained in support of litigation conducted by or on behalf of Canada;
17. 2.17 service contracts for legal counsel, technical advisers and assistants as the Commissioner of the Communications Security Establishment considers necessary for the proper performance of his or her duties;
18. 2.18 contracts issued by or on behalf of Correctional Services Canada, to the extent that applying this policy would conflict with Correctional Service Canada's rehabilitation mandate;
19. 2.19 transactions concerning an interest in land acquired through the Expropriation Act;
20. 2.20 goods, services and construction contracts, first-tier subcontracts and real property agreements with a transaction value below $10,000;
21. 2.21 real property agreements for federally-owned airport lands;
22. 2.22 contracts for newspaper subscriptions or other like information subscriptions or memberships (electronic or otherwise), which require Canada to accept the supplier's standard form contract (unilateral contract), without Canada having the ability to negotiate the terms; and
23. 2.23 such further and other exclusion contained in directives issued by Public Works and Government Services Canada (PWGSC) under this policy.

Canada has an obligation to protect and safeguard the use and expenditure of public funds, to ensure stewardship and transparency, and to uphold the public trust in relation to Canada's contracts. Unethical business behaviour undermines fair competition, threatens the integrity of markets, is a barrier to economic growth, increases the cost and risk of doing business, and undermines public confidence in government institutions.

This policy is intended to reduce the instances in which Canada enters into or maintains contracts with suppliers that offend the foregoing. In keeping with the significant discretion Canada exercises when entering into contracts, all actions by PWGSC and the Registrar of Ineligibility and Suspension (the Registrar) under this policy require considerable discretion (that is, the discretion of PWGSC or the Registrar, as the case may be), as governed by contract law and the provisions of the policy.

This policy sets out, notably, the circumstances in which the Registrar may declare a supplier either ineligible to be, or suspended from being, awarded a contract with Canada (herein referred to as being "ineligible" and "suspended" respectively). It also sets out the ineligibility and suspension periods, the process for determining the length of those periods, the criteria for invoking the public interest exception, the process for entering into an administrative agreement, the reduction of a period of ineligibility available pursuant to an administrative agreement and the process by which the Registrar makes determinations on the Registrar's own initiative or upon request by a supplier.

This policy is inclusive of any directives issued and any clauses used in instruments relating to contracts or real property agreements that incorporate this policy by reference. Directives will be used to elaborate on or clarify aspects of this policy and form a binding part of this policy once issued. The directives  are found on the Office of Supplier Integrity and Compliance website.

PWGSC may also issue information bulletins associated with this policy to provide greater clarity. Information bulletins are for information purposes only and are found on the Office of Supplier Integrity and Compliance website.

For greater clarity, the Registrar does not make determinations of eligibility pursuant to this policy, but rather only of ineligibility.

Definitions to be used in the interpretation of this policy are in Appendix 1.

5.1 Registrar authorities and responsibilities

The Registrar is an independent position responsible for making determinations of ineligibility, suspension, setting periods of ineligibility and suspension, and entering into administrative agreements. The following authorities have been delegated to the Registrar with respect to decision-making and the administration of this policy:

• to declare ineligible or suspend a supplier from award of a contract or real property agreement with Canada;
• to determine ineligibility and suspension periods, including reductions, stays and renewals; and
• to enter into administrative agreements with suppliers and prescribe terms and conditions.

Any deviation from the established decision-making or administrative functions of the Registrar, as outlined above, will be acknowledged in writing and posted publicly on the Office of Supplier Integrity and Compliance website.

The determinations made by the Registrar under this policy will be relied upon by a department, agency or another federal entity that has voluntarily adopted this policy (which has authority to enter into a contract) when making a decision on whether to enter into a contract with a supplier.

5.2 Public Works and Government Services Canada responsibilities

PWGSC is responsible for administering this policy on behalf of Canada. This includes, without limitation, making recommendations to the Registrar regarding ineligibility, suspension, periods of ineligibility and suspension, and terms and conditions of administrative agreements. PWGSC may, when considered appropriate, issue directives and information bulletins with respect to any aspect of this policy.

5.3 Department, agencies and other federal entity responsibilities

Departments, agencies and other federal entities which apply this policy may make certain decisions as noted under this policy. The Public Interest Exception, for instance, is an example of where the knowledge and expertise of the department, agency or other federal entity is better suited to deciding whether it is in the public interest to contract with an ineligible or suspended supplier. A department, agency or other federal entity may also exercise the right to terminate a contract, if provided for under such contract.

When, pursuant to section 2, a department, agency or other federal entity excludes a contract from application of this policy, the department, agency or other federal entity will ensure that the rationale for invoking the exclusion is recorded on file and aligns with its internal control framework.

6.1 Assessment of ineligibility

PWGSC may make an assessment of supplier ineligibility pursuant to this policy in response to a procurement, standing offer or supply arrangement, or when otherwise entering into contracts to which the policy applies. In addition, PWGSC may make assessments of ineligibility at any time on PWGSC's own initiative, upon receiving a request from a supplier to conduct an assessment of the supplier's ineligibility, upon receiving a third party complaint, or upon receiving a request from a department, agency or other federal entity to which this policy applies.

6.2 Determination of ineligibility

PWGSC will be responsible for the administration of the determination of ineligibility. This includes, without limitation, gathering all information required and determining whether a decision of the Registrar is required. Moreover, the Registrar will make the decisions as to whether notices regarding ineligibility (which includes, without limitation, a Notice of Intention to Declare Ineligible) are issued and whether a supplier is declared ineligible.

The Registrar will determine that a supplier is ineligible if any of the Material Events listed in Appendix 2 are found to apply in respect of the supplier.

The supplier will be ineligible for the duration of the Ineligibility Period (as determined pursuant to section 6.3), effective the date of delivery of the notice if either of the following conditions apply:

1. 6.2.1 the Registrar makes a determination that a supplier is ineligible and a Notice of Ineligibility is delivered to the supplier; or
2. 6.2.2 the supplier is otherwise ineligible pursuant to this policy.

The foregoing administration and determination will include the following:

1. 6.2.3 PWGSC is responsible for:
   1. 6.2.3.1 conducting inquiries;
   2. 6.2.3.2 coordinating the collection and assembly of relevant information about a supplier; and
   3. 6.2.3.3 analyzing the information collected and supplied and providing a recommendation to the Registrar, when a determination is required;
2. 6.2.4 at any time before the Registrar makes a determination, PWGSC may request from a supplier information, supporting material and/or independent third party information pursuant to section 11 that PWGSC considers relevant to making a determination of ineligibility. Such information, supporting material and third party information must be provided by the supplier to PWGSC within 10 business days of being requested by PWGSC, save and except if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing. If the supplier does not submit such requested information, supporting material and third-party information or fails to retain such independent third party under section 11 within the required period, the supplier will, upon notice from the Registrar, be determined to be ineligible and the failure to provide the same will be considered as an aggravating factor when determining the ineligibility period. The independent third party may, among other things, be requested to provide additional information with respect to the supplier, to validate any or all information provided by the supplier, or both;
3. 6.2.5 a Notice of Intention to Declare Ineligible will be delivered to the supplier before the Registrar makes a determination of ineligibility;
4. 6.2.6 all Notices of Intention to Declare Ineligible will be delivered to a supplier in accordance to section 18 or other means accepted by the supplier setting out:
   1. 6.2.6.1 the full legal name of the supplier;
   2. 6.2.6.2 the circumstances that PWGSC considers relevant to making a determination of ineligibility with respect to the supplier; 
   3. 6.2.6.3 whether the supplier is subject to a provisional suspension pursuant to the Registrar's discretion under section 7.1.2; and
   4. 6.2.6.4 that the supplier has 10 business days following delivery of the Notice of Intention to Declare Ineligible to file information and written submissions to the Registrar, or a longer period, if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing;
5. 6.2.7 a supplier which was given a Notice of Intention to Declare Ineligible, may deliver written information and submissions to the Registrar within the time specified in the Notice of Intention to Declare Ineligible. The written information and submissions may include any information the supplier considers relevant to the determination of ineligibility including but not limited to any remedial measures undertaken by the supplier to address the cause(s) of the basis for the Notice of Intent to Declare Ineligible;
6. 6.2.8 if the Registrar intends on issuing a Notice of Ineligibility regarding a Material Event not listed in a Notice of Intention to Declare Ineligible:
   1. 6.2.8.1 PWGSC will inform the supplier of such Material Event in writing; and
   2. 6.2.8.2 the Registrar will not make a determination regarding ineligibility based on such Material Event until 10 business days following PWGSC sharing such information in writing (or such longer period, if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing);
   PWGSC notes in this regard that the notice and 10 day period is provided to ensure that a supplier has the ability to make submissions before the Registrar makes a determination;
7. 6.2.9 at any time during this period the Registrar may issue a Notice of Provisional Suspension pursuant to the Registrar’s discretion under section 7.1.2.
8. 6.2.10 a Notice of Ineligibility will be delivered to the supplier if the Registrar makes a determination of ineligibility, and ineligibility is effective as of the date that notice is delivered;
9. 6.2.11 when making a determination, the Registrar will consider and may rely on certifications, declarations or other information from a supplier, independent third parties or other third parties received before making a determination, but such certifications, declarations or other information will not be binding and determinative of an issue;
10. 6.2.12 the Registrar is solely responsible for making the determination as to whether a Notice of Intention to Declare Ineligible is to be issued and, thereafter, if there is to be a determination of ineligibility. PWGSC, however, will determine whether to seek the decision of the Registrar in this regard. When PWGSC makes such a decision, PWGSC will consider and may rely on certifications, declarations or other information from a supplier, independent third parties or other third parties received before making a determination, but such certifications, declarations or other information will not be binding and determinative of an issue;
11. 6.2.13 the period of ineligibility will be determined in accordance with section 6.3 of this policy; and
12. 6.2.14 a contracting authority may, in its discretion, delay award of a contract while a determination of ineligibility is underway.

6.3 Period of ineligibility

1. 6.3.1 The period of ineligibility will begin on the date that the Notice of Ineligibility is delivered and will end on:
   1. 6.3.1.1 for ineligibility which resulted from a Material Event described in paragraph (1)(a) of Appendix 2, the date provided by an order of restoration made by the Governor in Council pursuant to subsection 750(5) of the Criminal Code, but only to the extent provided for in that or, if applicable, any subsequent such order;
   2. 6.3.1.2 for ineligibility which resulted from a Material Event described in paragraph (1)(i) of Appendix 2, the date the sanction is no longer applicable (if ever); and
   3. 6.3.1.3 for ineligibility related to any and all other Material Events, the date determined by the Registrar considering, among other things:
   4. 6.3.1.3.1 information provided to the Registrar by PWGSC, which will include, without limitation:
      1. 6.3.1.3.1.1 written certifications, declarations or other information provided by the supplier to PWGSC before the delivery of the Notice of Ineligibility;
      2. 6.3.1.3.1.2 any other information that PWGSC provides to the Registrar or which the Registrar requests from PWGSC (which may include, without limitation, court decisions and information provided by law enforcement agencies and Canada);
      3. 6.3.1.3.1.3 all independent third party information required to be provided hereunder; and
   5. 6.3.1.3.2 the ineligibility period guidelines contained in Appendix 3.

      with such date being no more than 10 years from the date the Notice of Ineligibility is delivered.

2. 6.3.2 If there are multiple Material Events for one supplier, PWGSC or the Registrar, as the case may be, may:
   1. 6.3.2.1 consider each such Material Event individually;
   2. 6.3.2.2 make an individual determination of ineligibility for each such Material Event;
   3. 6.3.2.3 determine individual periods of ineligibility for each such Material Event, with the multiple events being considered an aggravating factor when making each determination; and
   4. 6.3.2.4 permit such periods of ineligibility to run concurrently or consecutively.
3. 6.3.3 Within 10 business days of the Registrar making a determination pursuant to section 6.3.1.3, as to an ineligibility period, a Notice of Ineligibility will be sent to the supplier by registered mail, courier or other means accepted by the supplier providing the period of ineligibility and, if applicable, that the supplier has a right to a limited review pursuant to section 8 of this policy.
4. 6.3.4 A supplier which was given a Notice of Ineligibility, may deliver written information and submissions to the Registrar within 10 business days of delivery of the Notice. The submissions may include any information the supplier considers relevant to the reconsideration or reduction of the period of ineligibility.
5. 6.3.5 The Registrar will consider the submission of the supplier made pursuant to section 6.3.4 with respect to the period of ineligibility and may, at the Registrar's discretion, reconsider, reduce or confirm the period of ineligibility and will give the supplier notice as to whether the period of ineligibility is reconsidered, reduced, or confirmed.
6. 6.3.6 Unless a determination is rescinded further to a limited review under section 8; or reconsidered or reduced pursuant to section 6.3.5, section 6.6, or section 10.1, the Registrar's determination is final and binding on a supplier.
7. 6.3.7 The foregoing method of determination was established to allow the Registrar flexibility in determining the appropriate period in the circumstances, while ensuring that maximum periods are not exceeded and that the Registrar has the required information to make an informed decision.

6.4 Supplier initiated request for an assessment of ineligibility

A supplier may, at any time, submit a written request to the Registrar for an assessment of its own ineligibility. PWGSC and, thereafter, the Registrar, will proceed with an assessment of the supplier's ineligibility as provided in section 6.2 of this policy. The supplier's request should include all relevant information (which may include, without limitation, information regarding convictions) relating to Material Events that may result in ineligibility under this policy. Moreover, if:

1. 6.4.1 an affiliate is subject to a Material Event listed in paragraphs (1)(f),(g) or (h) of Appendix 2, the supplier must demonstrate that it did not direct, influence, authorize, assent to, acquiesce in or participate in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence where the supplier knew or ought to have known that its affiliate was involved in the offence; and
2. 6.4.2 an owner, trustee, director, manager or senior officer of the supplier is ineligible to be awarded a contract or is otherwise suspended under this policy, the supplier must demonstrate that such owner, trustee, director, manager or senior officer will not have an opportunity to direct or influence the supplier;

in each case, failing which the supplier will, upon delivery of notice from the Registrar, be ineligible and the failure to provide the same will be considered as an aggravating factor when determining the ineligibility period.

6.5 Effect of determination of ineligibility

Upon a determination that a supplier is ineligible under this policy and delivery of a Notice of Ineligibility to a supplier:

1. 6.5.1 PWGSC will enter the name of the supplier in PWGSC's Integrity Database as an ineligible supplier;
2. 6.5.2 if the supplier is not an individual, PWGSC will publish the name of the supplier on PWGSC's public Ineligibility and Suspension List, together with the supplier's address, and the start and end dates of the period of ineligibility that applies to the supplier;
3. 6.5.3 subject to the Public Interest Exception being invoked in a particular transaction:
   1. 6.5.3.1 a response to a competitive solicitation from an ineligible supplier will be declared non-responsive and will receive no further consideration; and
   2. 6.5.3.2 an ineligible supplier is unable to enter into a contract awarded through a non-competitive process; and
4. 6.5.4 with at least 2 weeks advance notice from a contracting authority to the supplier, a contracting authority may terminate any or all of the supplier's contracts that are subject to this policy. For greater clarity, the foregoing right extends to each contracting authority, individually. During the advance notice period:
   1. 6.5.4.1 the supplier may give the relevant contracting authority written representations as to reasons why such contract(s) should not be so terminated;
   2. 6.5.4.2 the Registrar may request the supplier to enter into an administrative agreement with the Registrar as an alternative to termination, all on such terms and conditions as the Registrar considers necessary to safeguard the integrity of government contracting and real property transactions; and
   3. 6.5.4.3 if there is an administrative agreement executed between the supplier and the Registrar, or the contracting authority determines that the reasons provided pursuant to section 6.5.4.1 are persuasive, the contracting authority may revoke the advance notice and associated termination of any or all such contracts upon written notice to the supplier.

Any and all such terminations will be deemed to be terminations for default of the supplier, with Canada (which includes, without limitation, Crown corporations and other Crown entities) paying no costs, expenses, damages, lost profits or other amounts related to the termination. For greater clarity, Canada will remain liable to pay for any and all services or goods already received before the termination. A termination for default does not restrict Canada's right to exercise any and all other remedies that may be available against the supplier.

6.6 Pardons

1. 6.6.1 At any time a supplier may provide PWGSC with sufficient information in writing to demonstrate that the supplier or its affiliate, as case may be, has:
   1. 6.6.1.1 with respect to an offence related to a Material Event:
      1. 6.6.1.1.1 been granted an absolute discharge in respect of the offence, or has been granted a conditional discharge in respect of the offence and those conditions have been satisfied;
      2. 6.6.1.1.2 been granted a pardon under His Majesty's royal prerogative of mercy;
      3. 6.6.1.1.3 been granted a pardon under section 748 of the Criminal Code;
      4. 6.6.1.1.4 received a Record Suspension ordered under the Criminal Records Act;
      5. 6.6.1.1.5 been granted or issued a pardon under the Criminal Records Act, as that Act read immediately before March 13, 2012; or
      6. 6.6.1.1.6 had the conviction overturned;
   2. 6.6.1.2 with respect to a Similar Provincial Offence, benefited from a provincial measure that is similar to any of the events described in sections 6.6.1.1.1 to 6.6.1.1.6 above; or
   3. 6.6.1.3 with respect to a Similar Foreign Offence, benefited from a foreign measure that is similar to any of the events described in sections 6.6.1.1.1 to 6.6.1.1.6 above.
2. 6.6.2 If PWGSC receives such sufficient information, and such discharge, record suspension, pardon or overturning has not been revoked nor has ceased to have effect, as the case may be, the offence will not be considered by the Registrar in making a determination of ineligibility or, if the supplier has already been declared ineligible, the determination of ineligibility will be reconsidered by the Registrar (with any new determination being effective as of the date that the Registrar delivers notice of such new determination). Moreover, it is the sole responsibility of the supplier to provide such sufficient information to PWGSC and any new determination will not have retroactive effect.

6.7 Decision process

In coming to a determination of ineligibility, the Registrar will consider all information and submissions provided to PWGSC and the Registrar. A decision to declare a supplier ineligible will be based on whether any of the Material Events identified in Appendix 2 are found to apply in respect of the supplier. The exercise of the Registrar’s discretion, where required, in determining whether a Material Event applies, will be exercised reasonably.

7.1 Suspension—professional misconduct and commercial integrity

1. 7.1.1 If the Registrar determines, in the Registrar's discretion, that there is a professional misconduct or acts or omissions of the supplier which adversely reflect on the commercial integrity of the supplier, the Registrar may, in the Registrar's discretion and upon giving a supplier a Notice of Suspension, suspend a supplier from participation in, entering into and being awarded procurements, standing offers, supply arrangements, contracts and other instruments with Canada for the Suspension Period (see definitions, Appendix 1). The effect of the suspension will be the same as that of ineligibility described in section 6.5, save and except that the supplier's name will be published on PWGSC's public Ineligibility and Suspension List with reference to a suspended status rather than an ineligible status, and there will be no right to terminate contracts pursuant to section 6.5.4.

   The following charges or proceedings against the supplier may, in the Registrar's discretion, be considered as evidence of such misconduct, acts or omissions:

   1. 7.1.1.1 any of the offences identified in paragraphs (1)(a), (b) or (c) of Appendix 2;
   2. 7.1.1.2 a Provincial Offence, which the Registrar determines in the Registrar's discretion, is a Similar Provincial Offence as defined in Appendix 1 or pursuant to paragraph (1)(g) of Appendix 2; or
   3. 7.1.1.3 a Foreign Offence, which the Registrar determines in the Registrar's discretion, is a Similar Foreign Offence to the offences listed in section 7.1.1.1 above;
   each, with respect to such supplier and to the extent that the foregoing poses a risk to Canada.
2. 7.1.2 If the Registrar, exercising their discretion, determines that the alleged misconduct, acts or omissions of the supplier, pose immediate and significant risk to the Government of Canada, the Registrar may impose a provisional suspension on the supplier that will take effect on the day it is issued and remain in place for up to 90 days. A provisional suspension may be renewed if required. A supplier will be informed of a provisional suspension as a part of a Notice of Intention to Declare Ineligible under section 6.2.6, a Notice of Intention to Suspend under section 7.2.1, or by way of a Notice of Provisional Suspension under this section. A supplier that is subject to a provisional suspension may make representations to the Registrar as to why the provisional suspension should be lifted, and such representations will be reviewed and considered by the Registrar and a decision communicated to the supplier.
3. 7.1.3 The Registrar may make separate suspension determinations with respect to the same supplier based on different events (which may include, without limitation, different charges).

7.2 Notice of intention to suspend

1. 7.2.1 If the Registrar believes there are grounds to suspend a supplier, the Registrar will deliver a Notice of Intention to Suspend to the supplier in accordance to section 18 or other means accepted by the supplier, setting out:
   1. 7.2.1.1 the full legal name of the supplier;
   2. 7.2.1.2 the basis for the suspension (which may include, without limitation, the charge(s) or proceeding(s) that the Registrar considers relevant to a potential suspension);
   3. 7.2.1.3 whether the supplier is subject to a provisional suspension pursuant to the Registrar's discretion under section 7.1.2; and,
   4. 7.2.1.4 that the supplier has 10 business days following delivery of the Notice of Intention to Suspend to file information and written submissions to the Registrar, or a longer period, if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing.
2. 7.2.2 Upon delivery of a Notice of Intention to Suspend, a supplier may present written submissions to the Registrar as to why it should not be suspended, within the time specified in this policy. The submissions may include any information the supplier considers relevant, including but not limited to any remedial measures undertaken by the supplier to address the cause(s) of the basis for suspension, and other supporting and/or independent third party information. PWGSC may also request supporting and/or independent third party information pursuant to section 11 that PWGSC considers relevant to the supplier's submission to be provided within 10 business days of being requested by PWGSC, save and except if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing.
3. 7.2.3 If the Registrar intends on issuing a Notice of Suspension based on evidence of misconduct, acts or omissions not listed in a Notice of Intention to Suspend:
   1. 7.2.3.1 the Registrar will inform the supplier of such evidence; and
   2. 7.2.3.2 the supplier will provide any information or representations to the Registrar relating to the suspension within 10 business days following PWGSC sharing such information (or such longer period, if before the expiration of such 10 day period, the supplier requests in writing an extension and PWGSC agrees to the same in writing);
   PWGSC notes in this regard that this notice and period is being provided so as to provide a supplier with a time period to make submissions before the Registrar makes a final determination of suspension.
4. 7.2.4 At any time during this period the Registrar may issue a Provisional Notice of Suspension pursuant to the Registrar’s discretion under section 7.1.2.

7.3 Effect of suspension

1. 7.3.1 The effect of a suspension under this section will be the same as the effect of determination of ineligibility under section 6.5, with the exception of the length of the suspension period.
2. 7.3.2 The suspension will last from the day that the Registrar issues a Notice of Suspension to a supplier, pursuant until and including the earlier of:
   1. 7.3.2.1 18 months following such notice which can be longer if a legal process is underway; and
   2. 7.3.2.2 if applicable, the date that the Registrar determines that the professional misconduct or acts or omissions which adversely reflected on the commercial integrity of the supplier no longer apply or have been addressed to the satisfaction of the Registrar.

7.4 Decision process

The Registrar will consider all information and submissions provided to PWGSC and the Registrar in writing. A decision to suspend will be based on whether the Registrar determines, in the Registrar's discretion, that doing business with the supplier poses a risk to Canada. There will be deemed a risk, if the supplier does not present information or written submissions within the time periods prescribed in the Notice of Intention to Suspend, fails to retain a third party where requested by the Registrar, or both.

1. 8.1 If the Registrar makes a determination pursuant to paragraph (1)(f), (g), or (h) of Appendix 2 that the supplier directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence committed by the supplier's affiliate, where the supplier knew or ought to have known that its affiliate was involved in the offence, the supplier may, within 22 business days of the Notice of Ineligibility being delivered, submit to PWGSC new information or representations in writing as to why the Registrar should conclude that supplier did not direct, influence, authorize, assent to, acquiesce in or participate in the same. The submission of such information or representations will not automatically stay or suspend the ineligibility. Any submission submitted to PWGSC after such 22 business day period will not be considered.
2. 8.2 If the supplier makes a submission of information or representations to PWGSC within the 22 business day period provided under section 8.1:
   1. 8.2.1 PWGSC will conduct a review of the written submission and all the material that PWGSC has regarding whether the supplier directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence, where the supplier knew or ought to have known that its affiliate was involved in the offence;
   2. 8.2.2 PWGSC may thereafter request further information or clarification from the supplier;
   3. 8.2.3 PWGSC will conduct a complete review of the foregoing; and
   4. 8.2.4 the Registrar will consider the information and will give the supplier notice as to whether the ineligibility is confirmed or conditionally rescinded.
   For greater clarity, the foregoing review is limited to whether the supplier directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence committed by the supplier's affiliate, where the supplier knew or ought to have known that its affiliate was involved in the offence.
3. 8.3 If the determination of ineligibility is conditionally rescinded, PWGSC will immediately remove the supplier's name from the public Ineligibility and Suspension List, if applicable.
4. 8.4 All rescission pursuant to this section will be conditional upon the Registrar not determining at a later date, based on newly obtained information that the supplier directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence, where the supplier knew or ought to have known that its affiliate was involved in the offence. In instances where new information regarding a supplier is obtained, PWGSC will follow the process for a determination of ineligibility as set out in section 6.2. For greater clarity, if PWGSC obtains such further information (whether through investigations, information provided by third parties or otherwise) and reinstates the Notice of Ineligibility, the supplier will be ineligible for the entire period determined by the Registrar, without deduction for the period of rescission.

1. 9.1 Unless the supplier has no capacity to contract with Canada, or receive any benefit under a contract with Canada and any other person pursuant to subsection 750(3) of the Criminal Code or is otherwise prohibited from contracting with Canada pursuant to a sanction listed in paragraph (1)(i) of Appendix 2, a contracting authority may enter into a contract with an ineligible or suspended supplier if the relevant Deputy Head or equivalent considers that doing so is in the public interest. The reasons for invoking a public interest exception include, but are not limited to:
   1. 9.1.1 the need to respond to an emergency where delay would be injurious to the public interest;
   2. 9.1.2 the supplier is the only person capable of performing the contract or providing the real property agreement;
   3. 9.1.3 the contract is essential to maintain sufficient emergency stocks in order to safeguard against possible shortages; and
   4. 9.1.4 not entering into the contract or real property agreement with the supplier would have a significant adverse impact on the health, national security, safety, public security or economic or financial well-being of the people of Canada or the functioning of any portion of the federal public administration.
2. 9.2 The Registrar may require a supplier to enter into an administrative agreement before being awarded a contract further to a Public Interest Exception.

10.1 General

1. 10.1.1 At any time after sending a Notice of Intent to Declare Ineligible, or a Notice of Intent to Suspend, the Registrar may, in the Registrar's discretion, enter into an administrative agreement with a supplier:
   1. 10.1.1.1 to suspend the period of a supplier's ineligibility;
   2. 10.1.1.2 in lieu of or to stay a suspension in accordance with section 10.2;
   3. 10.1.1.3 in lieu of terminating an existing contract due to a determination of ineligibility; or
   4. 10.1.1.4 as a condition of entering into a contract under a Public Interest Exception as provided in section 9.2.
2. 10.1.2 An ineligible supplier can request an administrative agreement after 36 months from the delivery of the Notice of Ineligibility. In order for the request to be considered, the supplier is required to demonstrate that it cooperated with law enforcement authorities where applicable and/or has undertaken remedial action(s) to address the wrongdoing that led to the supplier's ineligibility.
3. 10.1.3 For greater clarity, the Registrar's decision to enter into an administrative agreement is assessed on a case-by-case basis, considering the specific facts, relevant factors in the circumstances (which includes, without limitation, ethical considerations), and may take different periods of time to assess.
4. 10.1.4 The Registrar may, in the Registrar's discretion, accept any or all of a remediation agreement entered into by a supplier pursuant to sections 715.3 to 715.43 of the Criminal Code to be an administrative agreement pursuant to this policy, with any necessary changes, provided:
   1. 10.1.4.1 the Registrar may require additional terms and conditions, that the Registrar considers reasonable in the circumstances; and
   2. 10.1.4.2 the supplier enters into a written agreement with the Registrar confirming the foregoing.

10.2 Administrative agreements covering suspension

1. 10.2.1 As an alternative to imposing a suspension, the Registrar may, in the Registrar's discretion, enter into an administrative agreement with a supplier, pursuant to section 10.1 in this policy. In addition to all requirements of the administrative agreement as set out in section 10.1, such an administrative agreement will provide:
   1. 10.2.1.1 measures that assure that the supplier will conduct business with Canada in an ethical and responsible manner;
   2. 10.2.1.2 if applicable, that the agreement will terminate if the supplier provides PWGSC with sufficient evidence that related charges were dropped or withdrawn or there was a declaration or finding of innocence; and
   3. 10.2.1.3 if applicable, if the supplier provides PWGSC with sufficient evidence that related charges were discontinued, suspended or stayed, the administrative agreement will remain in effect for a period of 12 months following this decision and will terminate in accordance with the provisions of the agreement. If the charges are reintroduced during the 12 month period, the administrative agreement will continue for the duration of the legal proceedings.
2. 10.2.2 Such administrative agreements may be entered into before or after a Notice of Suspension and a supplier may request, at any time, to enter into an administrative agreement for the purposes of staying or avoiding a suspension.

10.3 Standard terms

Administrative agreements will provide:

1. 10.3.1 that upon a material breach of any term or condition of the administrative agreement, as determined by the Registrar, the Registrar may terminate the administrative agreement;
2. 10.3.2 that an administrative agreement remains in effect until the earlier of the date when:
   1. 10.3.2.1 all obligations thereunder have been fully discharged by the supplier to the satisfaction of the Registrar; or
   2. 10.3.2.2 the agreement is terminated by a party to the administrative agreement as provided for therein;
3. 10.3.3 that any termination of an administrative agreement prior to the expiration or early termination of the related ineligibility or suspension period will automatically, as of the date of such termination:
   1. 10.3.3.1 reinstate any period of ineligibility to be determined by the Registrar (not exceeding the Maximum Period of Ineligibility as set out in section 6.3 of the Policy), considering the criteria provided for herein; and
   2. 10.3.3.2 reinstate any period of suspension;
4. 10.3.4 that an administrative agreement will have no retroactive effect nor will it rectify or otherwise correct any actions of a supplier during any period of ineligibility or suspension before the entering into of an administrative agreement. For greater clarity, subject to the terms of the administrative agreement, for any solicitation commenced prior to the entering into force of the administrative agreement, the effects of section 6.5.3, or in the case of suspension, section 7.1.1, will apply;
5. 10.3.5 at the Registrar's discretion, that a supplier will retain an independent third party to (in accordance with section 11), among other things:
   1. 10.3.5.1 monitor, certify, audit and provide opinions regarding the administrative agreement and the supplier's actions thereunder; and
   2. 10.3.5.2 provide information pertaining to the supplier for the purpose of determining whether a reduction is warranted to the period of the supplier's ineligibility;
6. 10.3.6 at the Registrar's discretion, other terms and conditions, which may include, without limitation, terms and conditions relating to:
   1. 10.3.6.1 separation of specific employees from management or programs;
   2. 10.3.6.2 implementation or extension of compliance programs;
   3. 10.3.6.3 employee training and information;
   4. 10.3.6.4 outside auditing;
   5. 10.3.6.5 access by PWGSC to specific documentation, information and records; and
   6. 10.3.6.6 any other remedial or compliance measure that the Registrar considers to be in the public interest.
7. 10.3.7 The existence of an administrative agreement will be made public, while the content of the agreement will remain confidential to the extent permitted by law.

10.4 Ineligibility or suspension and no administrative agreement

If the supplier is ineligible or suspended and does not enter into such an administrative agreement or the Registrar is not prepared to enter into an administrative agreement with the supplier, the supplier will remain ineligible or suspended, as the case may be.

1. 11.1 Independent third parties retained by a supplier pursuant to this policy must be consented to in writing by the Registrar in advance. The Registrar may withhold its consent if, among other things, the Registrar determines that the third party is not impartial, lacks the required independence or does not have sufficient expertise or experience. Any information or opinions provided by such a third party will be considered by PWGSC and the Registrar, but, notwithstanding the Registrar's consent to the choice of independent third party, will not be binding and determinative of an issue.
2. 11.2 Such independent third parties may be required to provide, among other things, expert opinions, professional confirmations, certifications, validations, monitoring and other information. The supplier will have the independent third party provide all information and opinions requested by either or both PWGSC and the Registrar.
3. 11.3 The contract between the independent third party and the supplier will contain the following terms:
   1. 11.3.1 upon the request of PWGSC, the independent third party will provide PWGSC with a copy (or if there is no written record, a summary) of any and all communications, work product, opinions and other information relating to such contract (which includes, without limitation, the contract between the supplier and the independent third party);
   2. 11.3.2 that the independent third party will provide PWGSC with a reliance letter, which provides that PWGSC and the Registrar may rely on any and all opinions provided and certifying that they are independent and impartial;
   3. 11.3.3 the supplier will be solely responsible for retaining and remunerating the independent third party; and
   4. 11.3.4 Canada and those for whom Canada is responsible at law are not a party thereto or otherwise legally responsible thereunder.

11.4 Verification and the independent third party

1. 11.4.1 PWGSC may verify information provided by a supplier or relating to requirements under this policy, at any time. Moreover, in connection with an assessment of ineligibility or suspension, the Registrar may request in writing that a supplier retain an independent third party to validate any or all certifications or declarations relating to this policy. For greater clarity, but without limiting the generality of the foregoing, the independent third party may be required to, among other things:
   1. 11.4.1.1 validate information provided by a supplier with respect to whether it directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to an offence committed by their affiliate, where the supplier knew or ought to have known that its affiliate was involved in the offence;
   2. 11.4.1.2 confirm convictions, charges, and proceedings related to a Foreign Offence and/or a Provincial Offence;
   3. 11.4.1.3 provide an opinion on whether a Foreign Offence is a Similar Foreign Offence;
   4. 11.4.1.4 provide an opinion on whether a Provincial Offence is a Similar Provincial Offence;
   5. 11.4.1.5 provide an opinion on whether an act or omission, had it occurred in Canada, would likely lead to a specified conviction(s);
   6. 11.4.1.6 confirm the applicability or inapplicability, as the case may be, of any other circumstances described in Appendix 2; and
   7. 11.4.1.7 with respect to a supplier that was previously ineligible pursuant to this policy, provide a report on any measures that have been put in place in order to avoid the recurrence of the types of wrongdoing that led to such ineligibility;
   in each case, in a form sufficient and acceptable to the Registrar. In addition, either the Registrar or PWGSC may request from a supplier additional information (including, without limitation, consent forms and other evidence sufficient to prove identity, ineligibility to contract or receive a benefit under a contract with Canada, or capacity to enter into a contract or real property agreement with Canada).
2. 11.4.2 Such information, supporting material and third party expert information will be provided by the supplier to PWGSC within 10 business days of being requested by PWGSC or the Registrar, as the case may be, save and except if before the expiration of such 10 business day period, the supplier requests in writing an extension and PWGSC, agrees to the same in writing.
3. 11.4.3 If and to the extent requested by the Registrar, the supplier must provide the requested information and must retain the independent third party, each within the time specified in the Registrar's request(s), failing which the Registrar may deem the supplier to be ineligible and any bid or offer non-responsive, without any further analysis pursuant to this policy.

12.1 Entering into contracts with ineligible first-tier subcontractors

1. 12.1.1 A supplier will not subcontract with a first-tier subcontractor, which is ineligible or suspended under this policy, to perform work under a contract that the supplier has with Canada, save and except:
   1. 12.1.1.1 if the supplier obtains advance written consent from the relevant Deputy Head or equivalent and provides a copy thereof to the Registrar. Such consent may be sought by written request to the contracting authority. For greater clarity, the Deputy Head or equivalent may not provide such consent when the first-tier subcontractor has no capacity to contract with Canada, or receive any benefit under a contract with Canada and any other person pursuant to subsection 750(3) of the Criminal Code or is otherwise prohibited to contract with Canada pursuant to a sanction listed in paragraph (1)(i) of Appendix 2; or
   2. 12.1.1.2 if during the period from when an offer/bid is received to and including the date when the offer/bid is awarded, accepted or called-up, unbeknownst to the supplier any or all of the supplier's first-tier subcontractors are determined to be ineligible; in which case section 12.3 is applicable.
2. 12.1.2 Suppliers are required to verify whether a first-tier subcontractor has been declared to be ineligible or suspended under this policy as follows:
   1. 12.1.2.1 in the case of an individual, the supplier must send a written request to the Registrar, along with a signed consent form from the prospective first-tier subcontractor permitting PWGSC to disclose to the supplier information regarding the prospective first-tier subcontractor's status under this policy. The consent form is available online on the Office of Supplier Integrity and Compliance website. The Registrar will, upon receipt of the written request and consent form, provide written confirmation of whether the prospective first-tier subcontractor is ineligible or suspended under this policy; and
   2. 12.1.2.2 in the case of a prospective first-tier subcontractor that is not an individual, the supplier must consult the public Ineligibility and Suspension List, which provides a list of those non-individuals that are ineligible or suspended under this policy.
3. 12.1.3 A supplier that enters such a contract with a declared ineligible or suspended first-tier subcontractor, without written consent of the Deputy Head or equivalent, will, upon notice from the Registrar, be ineligible, with the period of ineligibility being determined in accordance with section 6.3 of this policy.

12.2 Ineligible first-tier subcontractors on an existing contract

If, after a contract is entered into or the related bid/offer is awarded or accepted, any or all of a supplier's first-tier subcontractors become ineligible, the supplier:

1. 12.2.1 will, as soon as the same becomes known by the supplier, terminate all such subcontracts with the first-tier subcontractors which have no capacity to contract with Canada, or receive any benefit under a contract with Canada and any other person pursuant to subsection 750(3) of the Criminal Code or which are otherwise prohibited to contract with Canada pursuant to a sanction listed in paragraph (1)(i) of Appendix 2; failing which, upon notice of the contracting authority, the contract will terminate; and
2. 12.2.2 may choose to maintain or terminate any or all other first-tier subcontracts which are not so terminated pursuant to section 12.2.1.

12.3 Contracts awarded with first-tier subcontractors that became ineligible or suspended between submission of an offer/bid and contract awarded, accepted or called-up

If, during the period beginning on the day when an offer/bid is received and ending on the day when the offer/bid is awarded, accepted or called-up:

1. 12.3.1 any or all of a supplier's first-tier subcontractors become ineligible or suspended;
2. 12.3.2 the offer/bid is awarded, accepted or called-up; and
3. 12.3.3 the supplier did not know of the ineligibility or suspension and a reasonable person in the circumstances would not have known of the same before the offer/bid is awarded, accepted or called-up;

then the supplier will:

1. 12.3.4 as soon as the same becomes known by the supplier, terminate all such subcontracts that were entered into with first-tier subcontractors which have no capacity to contract with Canada, or receive any benefit under a contract with Canada and any other person pursuant to subsection 750(3) of the Criminal Code or which are otherwise prohibited to contract with Canada pursuant to a sanction listed in paragraph (1)(i) of Appendix 2; failing which, upon notice of the contracting authority, the contract will terminate;
2. 12.3.5 within 22 business days of receiving notice to terminate from the relevant Deputy Head or equivalent, terminate all such subcontracts contained in such notice; failing which, upon notice of the contracting authority, the contract will terminate. The issuing of such notice will be made by the Deputy Head or equivalent, in their respective discretion; and
3. 12.3.6 may choose to maintain or terminate any or all other first-tier subcontracts which are not so terminated pursuant to sections 12.3.4 or 12.3.5.

For greater clarity, the termination of subcontracts pursuant to sections 12.3.4, 12.3.5 and 12.3.6 may occur at any time during the term of a subcontract and will not affect or otherwise alter the obligations of the supplier pursuant to the resulting contract or Canada's obligation to pay thereunder.

12.4 Supplier/contracting authority review before contract award, acceptance or call-up

The contracting authority may advise a supplier identified as the top-ranked bidder/offeror according to the evaluation criteria that it is required (or the supplier may decide) to verify the status of all proposed first-tier subcontractors before its bid/offer is awarded, accepted or called-up. If requested by the contracting authority, the supplier must advise the contracting authority in writing within 5 business days of the request, of the results of the integrity verification.

In each case, if:

1. 12.4.1 the verification reveals that a proposed first-tier subcontractor was determined to be ineligible or suspended after the bid/offer was received; and
2. 12.4.2 the contract has not then been awarded, accepted or called-up,

the supplier may give notice in writing to the contracting authority that the supplier is withdrawing its bid/offer and such bid/offer will be withdrawn as of the date of the notice. For greater clarity, if the supplier fails to withdraw and the contract is awarded, the supplier may need to terminate all such subcontracts pursuant to any of sections 12.2.1, 12.3.4 and 12.3.5 and nonetheless complete the contract.

13.1 Initial disclosure

All suppliers, regardless of their status under this policy, will submit the following information to the contracting authority when responding to a procurement, applying for a standing offer or supply arrangement and, to the extent not included as part of a procurement, standing offer or supply arrangement process, before entering into a contract or other instrument to which this policy applies:

1. 13.1.1 the name of the owner for a sole proprietor;
2. 13.1.2 the names of all directors and the names of all individuals and entities that hold 5% or more ownership of a private corporation;
3. 13.1.3 the names of all directors for a non-profit corporation;
4. 13.1.4 the names of all directors for a publicly traded corporation;
5. 13.1.5 the names of the partners for a general partnership;
6. 13.1.6 the name(s) of the general partner(s) (and, if a corporation, together with the information required under sections 13.1.2, 13.1.3 or 13.1.4) for a limited and a limited liability partnership; and
7. 13.1.7 the name(s) of the trustee(s) for a trust (and, if a corporation, together with the information required under sections 13.1.2, 13.1.3 or 13.1.4);

with all the parties to a joint venture being required to submit the foregoing information. If, however, the foregoing information has not been received by the time the evaluation of bids or offers is completed or has not been received in a procurement process or real property transaction where no bid/offer will be submitted, the contracting authority will inform the supplier of a time within which to provide the information. Failure to provide the information within such specified period will render a bid or offer non-responsive, or the supplier otherwise disqualified for award of a contract.

13.2 Continuing obligation to disclose during the execution of a contract

The supplier will provide written notice of any:

1. 13.2.1 change to the information provided pursuant to section 13.1 (which includes, without limitation, a change which is the result of a transfer or assignment);
2. 13.2.2 new charge with respect to the supplier; and
3. 13.2.3 new conviction or other circumstance with respect to itself, its affiliates and its first-tier subcontractors;

each to the extent relevant to this policy. Such will be provided to PWGSC:

1. 13.2.4 within 10 business days of any such change for all procurements, standing offers, supply arrangements, contracts and other instruments not executed, entered into or otherwise awarded; and
2. 13.2.5 within 22 business days of any such change for all procurements, standing offers, supply arrangements, contracts and other instruments executed, entered into or otherwise awarded.

When making a determination as to whether a Foreign Offence is a Similar Foreign Offence, as the case may be, the Registrar will consider such factors as:

1. 14.1 differences in the burden of proof in the foreign jurisdiction and Canada; it being acknowledged, for example, that criminal matters in Canada may have a higher burden of proof than matters before foreign courts;
2. 14.2 in the case of a conviction or judgment, as the case may be, whether the Court acted within its jurisdiction;
3. 14.3 whether the supplier was afforded the right to appear during the Court's proceedings or to submit to the Court's jurisdiction;
4. 14.4 fraud, illicit activity or other failures in the administration of justice;
5. 14.5 differences in available defences in the foreign jurisdiction and Canada; and
6. 14.6 differences in the Foreign Offence and the relevant offence listed in paragraphs (1)(a), (b) and (c) of Appendix 2.

1. 15.1 Where a supplier is ineligible or suspended and subsequently restructures or acts, on its own or with its affiliates, in such a way as to avoid the effects of the determination, the Registrar may, in the Registrar's discretion, determine that the corporate entity, an affiliate entity or a successor entity is ineligible or suspended, as the case may be. In such a case, the entity will be sent a Notice of Intention and have a reasonable opportunity to respond, following the process set out in sections 6 or 7 depending on the status of the supplier and the circumstances in question.

16.1 The Registrar can be contacted at the following address:

Registrar of Ineligibility and Suspension
C/O Departmental Oversight Branch
Public Services and Procurement Canada
Place du Portage, Phase III, Tower A
11 Laurier Street
Gatineau, Quebec K1A 0S5
Canada
Email: pwgsc.o.integrity-tpsgc.o.integrite@pwgsc-tpsgc.gc.ca

16.2 PWGSC can be contacted at the following address:

Office of Supplier Integrity and Compliance
C/O Departmental Oversight Branch
Public Services and Procurement Canada
Place du Portage, Phase III, Tower A
11 Laurier Street
Gatineau, Quebec K1A 0S5
Canada
Email: pwgsc.o.integrity-tpsgc.o.integrite@pwgsc-tpsgc.gc.ca

This policy does not apply in respect of any contracts (which includes, without limitation, solicitations that have not been awarded) that reference the July 3, 2015 Ineligibility and Suspension Policy or the April 4, 2016 Ineligibility and Suspension Policy, save and except that:

1. 17.1 any determination of ineligibility or suspension under such policy will also be a determination of ineligibility or suspension under this policy; and
2. 17.2 upon the request of a supplier, any period of ineligibility determined thereunder will be reassessed pursuant to section 6.3 of this policy. Any change to the period of ineligibility will only be effective as of the date of the Registrar's determination under section 6.3 of this policy (that is, there will be no retroactive reduction) and not exceed the period of ineligibility under the July 3, 2015 or April 4, 2016 policy, as the case may be.

For greater clarity, other than as provided for above, the July 3, 2015 Ineligibility and Suspension Policy and the April 4, 2016 Ineligibility and Suspension Policy will continue to be effective for all contracts that incorporate the same.

All notices given pursuant to this policy will be in writing and will be delivered between 9:00 a.m. and 5:00 p.m. on a business day and will be delivered by hand, registered mail, facsimile or sent by electronic mail. Any such notice given in accordance with the above requirements will be deemed to have been delivered, if sent by registered mail, on the fifth business day following the date of such mailing or, if delivered by hand, facsimile or electronic mail, on the business day on which it was delivered or sent, as the case may be.

For the purposes of this policy, the following definitions apply:

Acquisition card

is a charge card issued under a contract between a card issuer and Canada for the procurement and payment of goods and services for authorized official government business; (Carte d'achat)

Administrative agreement

is a negotiated agreement between a supplier and the Registrar pursuant to this policy; (Entente administrative)

Affiliate

one person is an affiliate of another person if:

1. one person controls or exercises significant influence over the other person;
2. a third person controls or exercises significant influence over both persons;
3. both persons are under common control or under common significant influence; or
4. one third person controls or exercises significant influence over one person, another third person controls or exercises significant influence over the other person, and both third persons are affiliates.

In addition:

5. when two or more corporations amalgamate or merge, each such corporation and any new corporation will be deemed to be "affiliates" with each other; and
6. any predecessors are also deemed to have been affiliated with each other where they would have been affiliated with each other immediately before the amalgamation or merger if:
   1. the new corporation had existed immediately before that time; and
   2. the persons who were the shareholders of the new corporation immediately after that time had been the shareholders of the new corporation immediately before that time; (Affiliée)

Business day

means any day other than a Saturday, a Sunday, a statutory holiday in any province or territory or a federal statutory holiday; (Jour ouvrable)

Contract

means an agreement between a contracting authority and a person or firm to provide a good, perform a service, sell or dispose of a good, or construct a work, or a real property agreement between a contracting authority and a person or firm for appropriate consideration; (Contrat)

Contracting authority

with respect to a contract, bid or offer that is subject to this policy, means the contracting authority for the relevant department, agency or other federal entity that voluntarily adopts this policy (which includes, without limitation, real property authority); (Autorité contractante)

Control

means:

1. direct control, such as where:
   1. a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
   2. a person controls a corporation that is organized on a cooperative basis if the person and all of the entities controlled by the person have the right to exercise more than 50 per cent of the votes that may be cast at an annual meeting or to elect the majority of the directors of the corporation;
   3. a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;
   4. the general partner of a limited partnership controls the limited partnership; and
   5. a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity;
2. deemed control, such as where, a person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity; and
3. indirect control, such as where a person is deemed to control, within the meaning of paragraph (a) or (b), an entity where the aggregate of:
   1. any securities of the entity that are beneficially owned by that person; and
   2. any securities of the entity that are beneficially owned by any entity controlled by that person;
      such that, if that person and all of the entities referred to in paragraph (c)(ii) that beneficially own securities of the entity were one person, that person would control the entity.

   such that, if that person and all of the entities referred to in paragraph (c)(ii) that beneficially own securities of the entity were one person, that person would control the entity.

For greater clarity, indicia of control, whether direct, deemed or indirect, exercised or not, include, but are not limited to, common ownership, common management, identity of interests (often found in members of the same family), shared facilities and equipment or common use of employees; (Contrôle)

Derivatives agreement

means a financial agreement whose obligations are derived from, referenced to, or based on, one or more underlying reference items such as interest rates, indices, currencies, commodities, securities or other ownership interests, credit or guarantee obligations, debt securities, climatic variables, bandwidth, freight rates, emission rights, real property indices and inflation or other macroeconomic data and includes:

1. a contract for differences or a swap, including a total return swap, price return swap, default swap or basis swap;
2. a futures agreement;
3. a cap, collar, floor or spread;
4. an option; and
5. a spot or forward; (Entente relative à un instrument dérivé)

Federal immovable or federal real property

means an immovable belonging to Canada, and includes an immovable of which Canada has the power to dispose; (Immeuble fédéral)

Financial contract

means:

1. a derivatives agreement, whether settled by payment or delivery, that:
   1. trades on a futures or options exchange or board, or other regulated market; or
   2. is the subject of recurrent dealings in the derivatives markets or in the over-the-counter securities or commodities markets;
2. an agreement to:
   1. borrow or lend securities or commodities, including an agreement to transfer securities or commodities under which the borrower may repay the loan with other securities or commodities, cash or cash equivalents;
   2. clear or settle securities, futures, options or derivatives transactions; or
   3. act as a depository for securities;
3. a repurchase, reverse repurchase or buy-sell back agreement with respect to securities or commodities;
4. a margin loan in so far as it is in respect of a securities account or futures account maintained by a financial intermediary;
5. any combination of agreements referred to in any of paragraphs (a) to (d);
6. a master agreement in so far as it is in respect of an agreement referred to in any of paragraphs (a) to (e);
7. a master agreement in so far as it is in respect of a master agreement referred to in paragraph (f);
8. a guarantee of, or an indemnity or reimbursement obligation with respect to, the liabilities under an agreement referred to in any of paragraphs (a) to (g); and
9. an agreement relating to financial collateral, including any form of security or security interest in collateral and a title transfer credit support agreement, with respect to an agreement referred to in any of paragraphs (a) to (h); (Contrat financier)

First-tier subcontract

means:

1. a contract made between the supplier and a person (other than Canada) for carrying out or supplying goods for part or all of another contract between the supplier and Canada (which may include, without limitation, all the activities, services, goods, matters and things required to be done, delivered or performed by the supplier under a contract or real property agreement); and
2. a sublease made between the supplier and a person (other than Canada) for part of or all of premises leased by Canada to the supplier; (Premier contrat de sous traitance)

First-tier subcontractor

means a contractor to a first-tier subcontract; (Premier sous-traitant)

Foreign Offence

means a civil judgment, regulatory offence, decision, decree, directive, order or consent agreement or criminal judgment in a jurisdiction other than Canada or such other similar enforceable decision pursuant to the authority of such other jurisdiction; (Infraction étrangère)

Immovable

means:

1. in the Province of Quebec, an immovable within the meaning of the civil law of the Province of Quebec, and includes the rights of a lessee in respect of such an immovable; and
2. in jurisdictions outside Canada, any property that is an immovable within the meaning of the civil law of the Province of Quebec, and includes the rights of a lessee in respect of any such property; (Immeuble)

Ineligibility and Suspension List

is the public list of companies that have been determined to be ineligible or suspended by the Registrar under this policy; (Liste de fournisseurs inadmissibles et suspendus)

Integrity Database

is a list to be maintained by PWGSC that records all determinations of ineligibility and suspension, including companies and individuals, and the period of ineligibility that applies to that supplier; (Base de données sur l'intégrité)

Insurance contract

means:

1. a policy or contract of insurance (other than a warranty in respect of the quality, fitness or performance of tangible property, where the warranty is supplied to a person who acquires the property otherwise than for resale) that is issued by an insurer, including:
   1. a policy of reinsurance issued by an insurer,
   2. an annuity contract issued by an insurer, or a contract issued by an insurer that would be an annuity contract except that the payments under the contract:
      1. are payable on a periodic basis at intervals that are longer or shorter than one year; or
      2. vary in amount depending on the value of a specific group of assets or on changes in interest rates; and
   3. a contract issued by an insurer for all or part of the insurer's reserves which vary in amount depending on the value of a specified group of assets; and
2. a policy or contract in the nature of accident and sickness insurance, whether this policy is issued, or the contract is entered into, by an insurer; (Contrat d'assurance)

Inter-governmental agreement

means an agreement that involves or is made between Canada and one or more governments, including but not limited to foreign states, provincial, territorial and municipal governments or provincial or municipal crown corporations, or an agreement between one or more governments to which Canada has declared itself to be bound; (Entente intergouvernementale)

Intra-governmental agreement

means an agreement that involves or is made between different departments, agencies or other federal entities of the Government of Canada; (Entente intragouvernementale)

Licence

means any right to use or occupy real property or an immovable, other than:

1. a real right within the meaning of the civil law of the Province of Quebec and the rights of a lessee under a lease of an immovable, and
2. an interest in land; (Permis)

Material Event

means any event that will trigger a determination of ineligibility or suspension as listed in Appendix 2 to this policy (Évènement important)

Notice of Ineligibility

is a notice by the Registrar to a supplier declaring the supplier ineligible to be awarded a contract or real property agreement for a specific period of time; (Avis d'inadmissibilité)

Notice of Intention to Declare Ineligible

is a notice by the Registrar to a supplier informing a supplier that it is being reviewed for a potential determination of ineligibility; (Avis d'intention de déclarer inadmissible)

Notice of Intention to Suspend

is a notice by the Registrar to a supplier informing a supplier that it is being reviewed for a potential determination of suspension; (Avis d'intention de suspendre)

Notice of Suspension

is a notice by the Registrar to a supplier declaring the supplier suspended from being able to be awarded a contract or real property agreement for a specific period of time; (Avis de suspension)

Person

means an individual, a body corporate, trust, partnership, fund, an unincorporated association or organization, the government of a foreign country or any political subdivisions thereof and any agency thereof; (Personne)

Procurement process

means:

1. as it relates to goods and services, a series of public actions or steps taken by PWGSC, or any other government department, agency or other federal entity, and which are directed at acquiring goods or services, either through a competitive public process or a sole source process, where permissible, and which result in binding obligations on a supplier or suppliers of goods or services, but does not include activities occurring after an award has been made, such as contract administration or contract management;
2. as it relates to real property agreements or transactions, a series of public actions or steps taken by PWGSC, or any other government department, agency or other federal entity, and which are directed at concluding: (i) a disposition or lease of federal real property or federal immovables; (ii) a grant or concessions of federal real property or federal immovables; (iii) an acquisition or lease of real property or immovables; (iv) a licence or transfer in relation to any licence acquired or given by His Majesty in respect of federal real property or federal immovables. The term does not include any transaction or solicitation occurring after an award decision has been made such as administration or management; and
3. as it relates to "construction contract", means a series of public actions or steps taken by PWGSC, or any other government department, agency or other federal entity, and which are directed at concluding a contract entered into for the construction, repair, renovation or restoration of any work except a vessel and includes (i) a contract for the supply and erection of a prefabricated structure, (ii) a contract for dredging, (iii) a contract for demolition, and (iv) a contract for the hire of equipment to be used in or incidentally to the execution of any contract referred to in this definition;

and includes without limitation, solicitation, invitation to tender, request for proposals, request for quotations and invitation to offer; (Processus d'approvisionnement)

Provincial Offence

means a Provincial offence, whether in the form of a civil judgment, regulatory offence, decision, decree, directive, order or consent agreement (which includes, without limitation, those pursuant to securities legislation), criminal judgment or such other similar enforceable decision pursuant to the authority of a Province; (Infraction provinciale)

Real property

means land in any province other than Quebec, and land outside Canada, including mines and minerals, and buildings, structures, improvements and other fixtures on, above or below the surface of the land, and includes an interest therein. The term is to be given the meaning ascribed to it in the Federal Real Property and Federal Immovables Act; (Bien immobilier)

Real property agreement

includes offer to purchase, offer for sale, agreement of purchase and sale, leases and licences; (Accord immobilier)

Registrar

means the Assistant Deputy Minister of Public Services and Procurement Canada responsible for this Policy; (Registraire)

Replacement entity

means any person that is:

1. a surety or its completing contractor, and any respective first-tier subcontractors, in the event that the supplier to a contract defaults under the contract, resulting in the completion of the contract work by the surety or its completing contractor;
2. an assignee in the event that the supplier to a contract assigns the contract, resulting in the completion of the contract work by the assignee;
3. a new lessor in the event that the supplier to a lease no longer owns or is no longer entitled to lease the real property or immovable, resulting in the completion of the lease by the new lessor. This includes, but is not limited to:
   1. sale, when a supplier sells the real property or immovable, resulting in the completion of the lease by the purchaser as the new lessor; and
   2. mortgage or deed default, when a supplier defaults under its mortgage or deed, resulting in the completion of the lease by the mortgagee, hypothecary creditor or the hypothecary creditor's assignee as the new lessor;
4. a new tenant in the event that the supplier to a real property agreement assigns or no longer has the rights to the real property agreement by transfer or by other means, resulting in the completion of the real property agreement by the new tenant. This includes, but is not limited to:
   1. assignment, when a supplier assigns the real property agreement, resulting in the completion of the real property agreement by the transferee as the new tenant; and
   2. bankruptcy or insolvency, when a supplier enters into certain bankruptcy or insolvency related transactions, resulting in the completion of the real property agreement by the indemnifier as the new tenant. (Entité de remplacement)

Representative

in respect of an organization, means a director, partner, employee, member, agent or contractor of the organization; (Représentant)

Senior officer

means a representative who plays an important role in the establishment of an organization's policies or is responsible for managing an important aspect of the organization's activities and, in the case of a body corporate, includes a director, its chief executive officer and its chief financial officer; (Cadre supérieur)

Service contract

means a contract for the provision of a service but does not include an agreement whereby a person is employed as an officer, clerk or employee of Canada; (contrat de service)

Significant influence

means where one or more of the following apply:

1. the person has decision rights or veto rights over decisions pertaining to the strategic direction of an entity. The strategic direction includes, but is not limited to, decisions pertaining to:
   1. business plan;
   2. nature of the business;
   3. financial or material transactions;
   4. funds or assets;
   5. trusts;
   6. profit-sharing, share option, bonus or any other incentive related process; or
   7. investments;
2. the person has decision rights or veto rights over decisions pertaining to the appointment or removal of one or more directors or trustees;
3. the person owns assets or has direct or indirect influence over an entity that, if exercised, would influence the strategic direction of an entity;
4. the person directs or influences the day to day management and direction of an entity; and
5. the person is consulted on the strategic direction of an entity and the recommendations provided influence the outcome of decisions made by the directors or trustees; (Influence notable)

Similar Foreign Offence

means a Foreign Offence which is similar to an offence listed in paragraphs (1)(a), (1)(b)(i), (ii), (iii), (iv), (vi), (ix) and (x) or (1)(c) of Appendix 2; (Infraction étrangère de même nature)

Similar Provincial Offence

means a Provincial Offence which is similar to an offence listed in section 239 of the Income Tax Act, section 327 of the Excise Tax Act, subsection 14(1), with respect to sections 5 and 7, of the Lobbying Act, and paragraph 80(1)(b) (defraud His Majesty), paragraph 80(1)(d) (False entry, certificate or return), section 81 (Bribes Offered or Accepted), subsection 80(2) (Fraud against His Majesty), or section 154.01 (Fraud against His Majesty) of the Financial Administration Act; (Infraction provinciale de même nature)

Supplier

means any person that:

1. submits a bid/offer for, or is awarded, or reasonably may be expected to submit a bid/offer for or be awarded, a contract or real property agreement with Canada;
2. conducts or wishes to conduct business with Canada as a vendor, lessor, option or, licensor, purchaser, tenant or contractor; or
3. conducts business with Canada as an agent or representative of another supplier or as a replacement entity,

where this policy applies; (Fournisseur)

Supply contract

means a contract for the purchase of articles, commodities, equipment, goods, materials or supplies and includes

1. a contract for printing or for the reproduction of printed matter, and
2. a contract for the construction or repair of a vessel; (Contrat d'approvisionnement)

Transaction value

is the actual value of a contract, subcontract or real property agreement or, when unestablished, the maximum potential value of a contract, subcontract or real property agreement or of all contracts to be issued under a standing offer or supply arrangement, as estimated by Canada. Transaction value is stated in Canadian currency, or the equivalent value of the currency of a country other than Canada, and includes all options and applicable taxes. Transaction value is used for purposes only of determining application of this policy and does not imply that monies will be spent beyond a firm contractual commitment or that any option will be exercised. Where a Financial Limitation clause is used, the transaction value is that value; (Valeur transactionnelle)

Transfer payment

is a monetary payment, or a transfer of goods, services or assets made, on the basis of an appropriation, to a third party, including a Crown corporation, that does not result in the acquisition by Canada of any goods, services or assets. Transfer payments do not include investments, loans or guarantees. Transfer payments are categorized as:

1. grants, which are transfer payments subject to pre-established eligibility and other entitlement criteria. A grant is not subject to being accounted for by a recipient nor normally subject to audit by the department. The recipient may be required to report on results achieved;
2. contributions, which are transfer payments subject to performance conditions in a funding agreement. A funding agreement is a written agreement or instrument constituting an agreement between Canada and an applicant or a recipient setting out the obligations or understandings of both with respect to one or more transfer payments; or
3. other transfer payments, which are transfer payments, other than a grant or contribution, based on legislation or other arrangement, which may be determined by a formula; (Paiement de transfert)

(1) The following grounds for supplier ineligibility or suspension includes the events that will trigger the determination of ineligibility (each of such events is a "Material Event"), as provided for in section 6.1 and when relating to certain charges, may be considered when determining a suspension, as provided for in section 7.1:

1. The supplier has a loss of capacity to contract with His Majesty or to receive any benefit under a contract between His Majesty and any other person under subsection 750(3) of the Criminal Code, which, for greater clarity, relates to convictions of offences under:
   1. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against His Majesty), or section 154.01 (Fraud against His Majesty) of the Financial Administration Act; or
   2. section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or purchasing office), section 380 (Fraud) for fraud committed against His Majesty, or section 418 (Selling defective stores to His Majesty) of the Criminal Code.
2. The supplier has, in the past 3 years^{Footnote *}, been convicted of or pleaded guilty to any of the following offences:
   1. sections 83.02, 83.03 or 83.04 (Financing of terrorism), section 119 (Bribery of judicial officers, etc.), section 120 (Bribery of officers), section 123 (Municipal corruption), section 279.01 (Trafficking in persons), section 279.011 (Trafficking a person under eighteen years), subsection 279.02(1) (Material benefits/trafficking), subsection 279.02(2) (Receiving benefit to facilitate child trafficking), subsection 279.03(1) (Withholding/destroying identity Documents to Facilitate Adult trafficking), subsection 279.03(2) (Withholding/destroying identity Documents to facilitate child trafficking), section 346 (Extortion), sections 366 to 368 (Forgery and other offences resembling forgery), section 380 (Fraud – other than against His Majesty), section 382 (Fraudulent manipulation of stock exchange transactions), section 382.1 (Prohibited insider trading), section 397 (Falsification of books and documents), section 422 (Criminal breach of contract), section 426 (Secret commissions), section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code;
   2. section 463 (Attempts, Accessories), section 464 (Counselling Offence That is Not Committed) or section 465 (Conspiracy) of the Criminal Code, each solely to the extent that it relates to an offence listed under paragraph (1)(b)(i) of Appendix 2;
   3. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), sections 52 and 52.01 (False or misleading representation), or section 53 (Deceptive notice of winning a prize) of the Competition Act;
   4. section 239 (False or deceptive statements) of the Income Tax Act;
   5. section 327 (False or deceptive statements) of the Excise Tax Act;
   6. section 3 (Bribing a foreign public official), section 4 (Accounting), or section 5 (Offence committed outside Canada) of the Corruption of Foreign Public Officials Act;
   7. section 5 (Trafficking in substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substances Act;
   8. paragraphs 497(2)(a) (making contribution while ineligible); 497(2)(d) (exceeding contribution limits); 497(2)(e) (circumventing contribution rules); 497(2)(f) (concealing source of contribution; 497(2)(h) (entering into prohibited agreement); 497(2)(k) (making indirect contribution); 497(2)(l) (exceeding cash contribution limit); 497(2)(n) (making illegal loan); 497(2)(o) (making indirect loan) of the Canada Elections Act;
   9. paragraph 80(1)(b) (defraud His Majesty) or 81 (Bribes Offered or Accepted) of the Financial Administration Act;
   10. section 117 (Organizing entry into Canada) or 118 (Trafficking in persons) of the Immigration and Refugee Protection Act; or
   11. any offence under the Canada Labour Code. Part II and Part III.
3. The supplier has, in the past (3 years^{Footnote *}, been convicted of or pleaded guilty to an offence pursuant to subsection 14(1), with respect to sections 5 or 7, of the Lobbying Act.
4. The supplier has, in the past 3 years^{Footnote *}:
   1. failed to terminate a first-tier subcontract within 1 business day of when the supplier knew or ought to have known that a first-tier subcontractor lacks the capacity to contract with Canada or receive any benefit under a contract with Canada and another party, pursuant to subsection 750(3) of the Criminal Code; or
   2. entered into a contract with an ineligible or suspended first-tier subcontractor, unless:
      1. the supplier has the written advance approval to enter into such subcontract from the relevant Deputy Head or equivalent;
      2. in the case of an ineligible or suspended first-tier subcontractor that is an individual, PWGSC failed to identify that first-tier subcontractor as ineligible or suspended when the supplier requested an integrity verification from the Registrar pursuant to section 12;
      3. in the case of an ineligible or suspended first-tier subcontractor that is not an individual, the first-tier subcontractor's name was not included on the public Ineligibility and Suspension List at the time the supplier entered into that first-tier subcontract; or
      4. 1. the first-tier subcontractor becomes ineligible or suspended during the period from the date when the supplier submits the related bid or offer to and including the date when the related bid or offer is awarded, accepted or called-up; and
         2. the supplier did not know of the ineligibility or suspension and a reasonable person in the circumstances would not have known of the same.
5. The Registrar determines, in the Registrar's discretion that the supplier has, at any time, provided a certification or declaration to PWGSC in relation to this policy which is false or misleading, in a material respect.
6. The supplier, or the supplier's affiliate, has, in the past 3 years^{Footnote *},
   1. been convicted of a Foreign Offence, or pleaded guilty to a Foreign Offence, or is the subject of a foreign judicial determination whether civil or criminal that the Registrar determines, in the Registrar's discretion, to be a Similar Foreign Offence, or
   2. agreed to a statement of facts,
   in relation to having committed an act or omission outside of Canada, and the Registrar determines, in the Registrar's discretion, that if such act or omission had occurred in Canada, it would likely lead to a conviction of an offence listed in paragraph (1)(a),(1)(b)(i), (ii), (iii), (iv), (vi), (ix) and (x), or (1)(c) of Appendix 2. The Registrar will consider the actions or omissions of affiliates only if the Registrar determines, in the Registrar's discretion, that the supplier directed, influenced, authorized, assented to, acquiesced to, or participated in those actions or omissions.
7. The supplier, or the supplier's affiliate, has, in the past 3 years^{Footnote *},
   1. either
      1. been convicted of, pleaded guilty to, or agreed to a statement of facts, in relation to having committed an act or omission in Canada that is a Similar Provincial Offence, or
      2. been convicted of, pleaded guilty to, or agreed to a statement of facts, in relation to having committed an act or omission in Canada that is a Provincial Offence, and the Registrar determines, in the Registrar's discretion, that such act or omission is similar to an act which would likely lead to a conviction for an offence listed in paragraph (1)(a)(i), (1)(b)(iv), (v), and (ix), or (1)(c) of Appendix 2; or
   2. been convicted, or pleaded guilty, under provincial securities legislation relating to fraud, collusion or insider trading.
   The Registrar will consider the actions or omissions of affiliates only if the Registrar determines, in the Registrar's discretion, that the supplier directed, influenced, authorized, assented to, acquiesced to, or participated in those actions or omissions. For greater clarity, the foregoing allows the Registrar, notwithstanding a decision not to proceed with an offence federally, to consider the underlying conduct.
8. The supplier's affiliate, in the past 3 years^{Footnote *}, was convicted of or pleaded guilty to an offence identified in paragraphs (1)(a), (1)(b) or (1)(c) of Appendix 2 and the Registrar determines, in the Registrar's discretion, that the supplier directed, influenced, authorized, assented to, acquiesced in or participated in any action or omission, which directly or indirectly enabled the underlying action(s) or omission(s) that relate to the offence, where the supplier knew or ought to have known that its affiliate was involved in the offence.
9. The supplier:
   1. is a person listed or designated under regulations made pursuant to the United Nations Act, Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act or the Freezing Assets of Corrupt Foreign Officials Act, or is owned or controlled by such a person; or
   2. has engaged in any activity prohibited under regulations made pursuant to the United Nations Act, Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act or the Freezing Assets of Corrupt Foreign Officials Act.
10. The Registrar determines, at any time and in the Registrar's discretion, that:
    1. contracting with the supplier may bring the Federal procurement system into public disrepute or otherwise be contrary to Canadian public policy; or
    2. the supplier lacks business integrity or business honesty in a manner that seriously and directly affects the present responsibility of the supplier; with the Registrar considering the foregoing in situations where the supplier:
       1. within the past 3 years^{Footnote *}, breached the Code of Conduct for Procurement; or
       2. is determined to be ineligible or debarred by any provincial or foreign jurisdiction, or international organization (such as, the World Bank).
11. The supplier has, within the past 3 years^{Footnote *} been convicted of an offence that resulted in being listed on the Environmental Offenders Registry; and the Registrar determines, in the Registrar's discretion, that the foregoing is serious, repetitive or otherwise egregious.
12. The supplier has within the last 3 years^{Footnote *} received a poor performance evaluation pursuant to PWGSC's Vendor Performance Management Policy and the Registrar determines, in the Registrar's discretion, that the foregoing is serious, repetitive or otherwise egregious.
13. An owner, trustee, director, manager or senior officer of the supplier has, in the past 3 years^{Footnote *}, been convicted of or pleaded guilty to an offence identified in paragraphs (1)(a), (1)(b) or (1)(c) of Appendix 2 or is otherwise suspended under this policy and the Registrar determines, in the Registrar's discretion, that such owner, trustee, director, manager or senior officer has an opportunity to direct or influence the supplier.

In determining the length of a supplier's ineligibility period, the Registrar will take into account the seriousness of the conduct engaged in, balanced against the steps taken by the supplier to ensure that similar conduct does not recur. The more serious the conduct that resulted in the determination of ineligibility, the more comprehensive the steps taken to address it will need to be. The Registrar will need to be convinced that the circumstances leading to the debarment have been addressed.

Seriousness of the conduct engaged in

Factors that the Registrar may take into account include the following:

• the supplier's role in the conduct;
• the degree of planning involved in carrying out the offence and the duration and complexity of the offence;
• the extent of senior management involvement;
• gains realized by the supplier as a result of the offence;
• the cost to public authorities of the investigation and prosecution of the offence;
• known membership in or associations with organized crime and money laundering; and
• whether the supplier has repeatedly violated this policy, or was previously warned about such behaviour, will also be a serious consideration as it indicates an unwillingness or inability to address compliance issues effectively and credibly.

Steps taken to address concerns

Factors that the Registrar may take into account include the following:

• voluntary disclosure of involvement in the offence;
• whether the supplier has completed a thorough investigation of the circumstances that led to the debarment and cooperated with the investigating authorities;
• steps taken to address the wrongdoing, including addressing any criminal, civil or administrative sanctions and paying compensation for damage;
• appropriate disciplinary action against the individuals involved in the conduct;
• whether the supplier had compliance measures and internal control systems in place at the time the conduct took place;
• the adoption and implementation of a credible and effective compliance program that demonstrates the supplier's commitment to complying with the law;
• whether the supplier has implemented or agreed to implement remedial measures, including through personnel changes and the adoption of new procedures and training and having regard to any measures that might be recommended by the Registrar or the investigating authority; and
• whether the supplier's management appears to recognize and understand the seriousness of the conduct and is committed to taking serious steps to ensure that it does not recur.