CONTRACT FOR SERVICES. VIA Contract No. Other Party VIA Contract Administrator VIA Department

Transcription

1 CONTRACT FOR SERVICES VIA Contract No. Other Party VIA Contract Administrator VIA Department

2 VIA Contract Nº: 2 [INSERT THE PLACE], [INSERT THE DATE] [INSERT THE COMPANY S NAME] [INSERT THE ADDRESSEE S NAME] [INSERT HIS / HER TITLE] [INSERT THE COMPANY S ADDRESS] (hereafter called the Service Provider ) Re: CONTRACT FOR SERVICES Dear [Mr. / Ms.] [INSERT THE ADDRESSEE S NAME], This shall confirm the stipulations, terms and conditions of our contract for the provision of your services with respect to [INSERT THE PROJECT DESCRIPTION]. 1. DEFINITIONS 1.1 In this Contract, unless the context requires otherwise, the following terms and expressions have the meaning mentioned below: VIA and its Representatives : the term VIA and its Representatives shall include collectively and individually VIA, its directors, officers, shareholders, employees, mandataries, agents, servants, representatives, subcontractors, consultants and those for whom VIA is in law responsible Service Provider and its Representatives : the term Service Provider and its Representatives shall include collectively and individually the Service Provider, its directors, officers, shareholders, employees, mandataries, agents, servants, representatives, subcontractors, consultants and those for whom the Service Provider is in law responsible Claims : the term Claims shall include all claims, costs, charges, losses, liabilities, damages, demands, legal actions, Attorney Fees and expenses of whatever nature, source and kind in any manner Attorney Fees : the term Attorney Fees shall include, without limitation, attorneys costs and fees, of whatever nature, reasonably incurred in the context of: (i) a judicial action (judicial and extra judicial costs and fees); and / or

3 VIA Contract n o : 3 (ii) a dispute arising from an enforcement or interpretation of this Contract or any other circumstances directly or indirectly related to the performance or non-performance of this Contract Extrinsic Elements : the term Extrinsic Elements shall include any document or information, whether written or oral, communicated between the parties or not, expressly or tacitly, regardless of the nature of the medium, with the exception of information and documents specifically mentioned in this Contract. For example, the term Extrinsic Elements shall include any discussion, talk, negotiation, offer, proposal, electronic recording, electronic mail, correspondence, letter, memorandum, statement, promise, commitment, understanding, agreement, preliminary document, letter of intent, draft contract, preliminary contract, invitation to tender, tender and other contract previously entered into by the parties with regard to the subject matter of this Contract. 2. DESCRIPTION OF SERVICES 2.1 Scope The Service Provider shall provide VIA Rail Canada Inc. (hereinafter called VIA ) with the services described in the attached Appendix A entitled Scope of Services. 2.2 Appendices Without limiting in any way the scope of the services to be provided under this Contract, the Service Provider expressly acknowledges all the stipulations, terms and conditions of the attached Appendix A entitled Scope of Services, Appendix B entitled General Safety Rules and Appendix C entitled Hourly Rates. Appendices A, B and C by this reference shall form an integral part of this Contract as fully and effectively as if the same were set forth herein at length In the event of this Contract's interpretation, the stipulations, terms and conditions of: this Contract shall prevail over those of Appendices A, B and C ; and Appendix A shall prevail over those of Appendices B and C. 2.3 Modification VIA or the Services Provider may request changes in the scope of services under this Contract. No change in services shall take effect without the prior approval in writing from both parties. 2.4 Conformity While providing the services, the Service Provider is bound to act in the best interests of VIA, with the highest degree of prudence and diligence and in accordance with standard business practices and rules of art. The Service Provider shall rectify any service found to be deficient or any materials and supplies found to be unacceptable to VIA, in addition to any other breach, within the prescribed period mentioned in VIA's notice to this effect, without additional cost to VIA.

4 VIA Contract n o : Inspection VIA has the right to inspect the services provided by the Service Provider at all reasonable times during the term of this Contract. Such inspection by VIA shall in no way relieve the Service Provider from its obligations under this Contract. 3. TERM 3.1 This Contract shall start on [INSERT THE DATE] and end on [INSERT THE DATE]. 3.2 The services shall not start prior to the commencement of this Contract. 4. CONTRACT PRICE 4.1 VIA shall pay, in conformity with the terms of Section 5 of this Contract and upon verification, a price on an hourly basis as per rates detailed in the attached Appendix C, up to a maximum amount of [INSERT THE AMOUNT IN LETTERS] dollars ($[INSERT THE AMOUNT IN DIGIT NUMBERS]) for the initial term set forth in Section 3.1 of this Contract, for the cost of all services reasonably and properly rendered by the Service Provider described in Section 2 of this Contract. This amount is inclusive of all reasonable fees and expenses from whatsoever nature and exclusive of the goods and services tax (GST), the provincial sales tax (PST) and the harmonized sales tax (HST), as the case may be. 5. METHOD OF PAYMENT 5.1 The Service Provider shall bill VIA on a monthly basis and VIA shall pay the Service Provider for the services rendered within thirty (30) days of receipt of the monthly invoice duly supported by appropriate documentation. 5.2 The Service Provider shall specify on each of its invoices, the Contract number, its GST (and where applicable, PST and HST) registration numbers and the amounts of such taxes payable by VIA. 5.3 All invoices rendered under the stipulations, terms and conditions of this Contract shall be sent to the following address and shall clearly identify the Contract number: VIA: VIA Rail Canada Inc. [INSERT VIA S ADDRESS] Contract No.: [INSERT VIA S CONTRACT NUMBER] Attention: [INSERT VIA S CONTRACT ADMINISTRATOR S NAME], [INSERT HIS / HER TITLE]

5 VIA Contract n o : 5 6. OTHER STIPULATIONS, TERMS AND CONDITIONS 6.1 Relationship Between the Parties This Contract shall not be construed to empower the Service Provider with any authority of any nature whatsoever to engage VIA s liability, create any obligation of any kind or undertake any contractual ties on behalf of VIA, with another person or entity, except if VIA has expressly authorized in writing and in advance any such specific transaction This Contract shall bind the Service Provider and VIA only. It shall not, in any case, be interpreted as constituting an employment contract between VIA and the Service Provider The Service Provider shall make all necessary arrangements and make all required source deductions, including but not limited to, income tax, Québec/Canada pension plan, employment insurance, hospital and medical insurance and workers compensation insurance. The Service Provider shall also make all necessary arrangements for the fringe benefits of its directors, officers, employees, mandataries, agents, servants, representatives, subcontractors, consultants and those for whom the Service Provider is in law responsible. The Service Provider shall at VIA s request provide all supporting documentation demonstrating its compliance with its obligations. 6.2 Contract s Interpretation No Waiver A renunciation by either party to exercise any right or action of which the party can avail itself in case of any violation or failure to comply with any obligation of this Contract shall not be construed as, nor constitute, a renunciation to claim performance of said obligation or a renunciation to exercise any subsequent right or action in case of any other violation or of failure to comply with any other obligation of this Contract Service Provider s Internal Disputes Should any disputes arise between the Service Provider and its Representatives in connection with this Contract, they shall be settled directly between themselves, and the Service Provider shall hold harmless and indemnify VIA from any Claim in this connection. 6.3 Liability and Indemnity The Service Provider and its Representatives shall fully indemnify and save harmless VIA and its Representatives, and shall furthermore act as warrantors and take up VIA and its Representatives defense to answer for all financial consequences for all Claims, including those of third parties, from whatever source, nature and kind in any manner, howsoever arising, including injury and death, with respect to the performance or nonperformance of this Contract s obligations, the performance of

6 VIA Contract n o : 6 work and the provision of services by the Service Provider and its Representatives; and The Service Provider and its Representatives shall waive any Claim they may have against VIA and its Representatives arising out of an accident or otherwise, resulting from VIA and its Representatives operations, ownership, use or possession of any property, or any person under VIA and its Representatives control. The Service Provider agrees to obtain a waiver of liability from its Representatives. Such waiver and indemnity shall apply notwithstanding the failure by the Service Provider s to obtain any written waivers. 6.4 Insurance Upon the signing of this Contract and without restricting the generality of Section 6.3 Liability and Indemnity of this Contract, the Service Provider and its Representatives shall obtain and maintain for the term of this Contract the following insurance policies: a Commercial General Liability Insurance preferably an occurrence form, covering the liability of the Service Provider and its Representatives, for bodily injury, including death, and property damage for a minimum amount of [INSERT THE AMOUNT IN LETTERS] dollars ($[INSERT THE AMOUNT IN DIGIT NUMBERS]) per occurrence. Such insurance shall include VIA as additional insured but only with respect to the Service Provider and its Representatives services on behalf of VIA under this Contract, and shall provide for cross, contractual and nonowned automobile liability coverage; and an Automobile Liability Insurance Policy covering the Service Provider and its Representatives for any bodily injury, including death, and property damage caused by or attributable to the use or operation of vehicles owned, or leased by the Service Provider and its Representatives, for a minimum amount of [INSERT THE AMOUNT IN LETTERS] dollars ($[INSERT THE AMOUNT IN DIGIT NUMBERS]) per occurrence; The insurance policies mentioned in Section 6.4 shall include endorsements whereby VIA shall be provided with a thirty (30) days advance written notice in case of important change or cancellation of the insurance policy New insurance certificates evidencing renewal of the required insurance policies shall be submitted to VIA within thirty (30) days after renewal Prior to the commencement of this Contract, the Service Provider shall provide VIA with insurance certificates issued in the name of VIA, dated and signed by an authorized representative of the Service Provider s insurers and evidencing all insurance requirements mentioned above. Notwithstanding the above, VIA reserves the right to ask for a certified copy of one or more insurance policy mentioned under Section 6.4 and the Service Provider hereby agree to provide such copy within thirty (30) days of VIA s request.

7 VIA Contract n o : If the Service Provider fails to obtain or maintain in force the insurance policies provided for under this Contract, VIA has the right to obtain such policies of its own initiative and provide proof to the Service Provider, who shall then pay the associate cost upon VIA s request, or agree to let VIA deduct these cost from any amount owing The parties agree that VIA s silence following: (a) the Service Provider s failure to comply with Section 6.4 Insurance or any of its subsections, whether or not VIA is aware of such failure; or (b) the Service Provider s issuance of an insurance certificate or a policy that fails to comply with the requirements contained in this Contract, does not exonerate the Service Provider from these failures, nor does it constitute a waiver of the Service Provider s obligations by VIA The acquisition and maintenance in force of the above insurance policies by the Service Provider and its Representatives shall in no manner be construed as to restrict or waive the liabilities, responsibilities or obligations of the Service Provider and its Representatives under this Contract With regard to this Contract, any failure by the Service Provider to comply with the obligations provided for under Section 6.4 Insurance, or any of its subsections, shall be deemed to be a material and substantial breach of this Contract. In such circumstances, VIA may withhold all sums and payments owed to the Service Provider, in addition to all rights stipulated by law or by this Contract, until such failure has been corrected by the Service Provider. 6.5 Intellectual Property Protection of Intellectual Property Rights The Service Provider acknowledges that VIA s intellectual property including trademarks and copyrighted work are valuable assets of VIA Intellectual Property Rights Vested in VIA All original material created by the Service Provider, including reports, specifications, drawings and other documentation, for VIA s account during this Contract, including all related copyrights, shall constitute VIA s exclusive property. In addition, the Service Provider shall assign to VIA all rights, titles and interests it holds with respect to all created material as they are being progressively produced or developed. At VIA s request, the Service Provider shall sign all necessary

8 VIA Contract n o : 8 documents to protect VIA s rights in cases such as copyright assignment, copyright registration applications or renunciation to all moral rights Intellectual Property Indemnity The Service Provider and its Representatives shall fully indemnify and save harmless VIA and shall furthermore act as warrantors, take up VIA s defence and answer for all financial consequences including all Claims based upon or arising out of the use of any patent, trademark, copyright or other published or protected intellectual property (belonging to VIA or not) arising out of or related to: any technique to be used by the Service Provider in the performance of its obligations under this Contract; and the use of any design, specifications, logos, and other documents by the Service Provider in the performance of its obligations under this Contract. 6.6 Confidentiality and Non-Disclosure Undertaking The Service Provider and its Representatives shall maintain confidential all information pertaining to VIA and this Contract acquired before, during and after the term of this Contract, and all reports, specifications, drawings and other documentation produced hereunder, and shall not disclose or use same for any purposes other than for the performance of the obligations of this Contract The Service Provider agrees to comply with all applicable federal and provincial laws relative to the protection of personal information with respect to this Contract. VIA reserves its right to visit the Service Provider to evaluate and verify the Service Provider compliance with any applicable federal and provincial law relative to the protection of personal information This Contract and the information contained herein are confidential, subject to the provisions of the Access to Information Act, R.S.C. 1985, c. A-1 and the Privacy Act, R.S.C. 1985, c. P The provisions of Sections 6.6.1, and of this Contract shall survive the expiration or any resolution or resiliation of this Contract. 6.7 Environment The Service Provider and its Representatives shall comply with environmental law and they shall take all necessary measures with respect to safety, fire protection and environment. 6.8 Conflict of Interests The Service Provider shall immediately notify VIA of any situation that may lead to a conflict of interest.

9 VIA Contract n o : Resiliation / Resolution The Service Provider cannot resolve or resiliate this Contract prior to its expiry without a serious reason. In the event of resiliation by the Service Provider, the Service Provider acknowledges and agrees that it is liable for any damage caused to VIA as a result of the resiliation and shall do all that is immediately necessary to prevent any loss. VIA may resolve or resiliate this Contract, in whole or in part, by a [INSERT THE NUMBER OF DAYS IN LETTERS] ([INSERT THE NUMBER OF DAYS IN DIGIT NUMBERS]) days written notice to the Service Provider. VIA shall not be liable for any Claims based upon or arising out of such resolution or resiliation save as to any amount, which may be due and owing to the Service Provider as of the date of resolution or resiliation. The Service Provider shall then produce a final report containing the amount in details within [INSERT THE NUMBER OF DAYS IN LETTERS] ([INSERT THE NUMBER OF DAYS IN DIGIT NUMBERS]) days following the date of resiliation. The final report is deemed to be an invoice as defined in Section 5 of this Contract Registers and Records The Service Provider shall maintain proper books and records in accordance with generally accepted accounting principles and in such detail as is necessary for proper financial management. VIA or its authorized representative shall have access at all reasonable times, during the term of this Contract and for a period of three (3) years thereafter, to the Service Provider's books, records, and data stored in computers and all documents pertaining to the Service Provider s services for the purpose of auditing and verifying the costs of its services or for any other reasonable purpose. The Service Provider shall not charge VIA for any audit. The Service Provider shall immediately reimburse VIA for audit claims resolved in VIA s favor No Assignment The Service Provider shall not assign this Contract in whole or in part, nor shall the Service Provider subcontract its obligations without prior written approval by VIA Successors and Permitted Assigns This Contract shall enure to the benefit of, and shall be binding upon, the successors and permitted assigns of VIA and the Service Provider respectively Notices Any notices to be given with respect to this Contract shall be deemed to have been, if given by hand delivery or by recognized courier or registered mail, sent to the following address : VIA: VIA Rail Canada Inc. [INSERT VIA S ADDRESS] Contract No.: [INSERT VIA S CONTRACT NUMBER] Attention: [INSERT VIA S CONTRACT ADMINISTRATOR S NAME], [INSERT HIS / HER TITLE]

10 VIA Contract n o : 10 Service Provider: [INSERT THE COMPANY S NAME] [INSERT THE COMPANY S ADDRESS] Contract No.: [INSERT VIA'S CONTRACT NUMBER] Attention: [INSERT THE COMPANY S CONTRACT ADMINISTRATOR S NAME], [INSERT HIS / HER TITLE] 6.14 Applicable Laws and Election of Domicile This Contract shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, without giving effect to any choice or conflict of law, rules and other provisions (whether in the Province of Québec or in any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Province of Québec. The parties shall elect domicile under the jurisdiction of the courts in the District of Montréal, Québec Full and Entire Contract The parties acknowledge that this Contract faithfully constitutes the expression of their will and their common intention and is, therefore, the complete and entire agreement between the parties It is understood that any Extrinsic Element does not represent the expression of the will of the parties nor their common intention and will not be used for the interpretation or application of this Contract (or both) Accordingly, the parties expressly agree not to adduce any Extrinsic Element as evidence in any dispute or litigation between the parties arising from or related to, notably, the interpretation or the application of this Contract (or both) Useful Information The Service Provider acknowledges that VIA has provided useful information with respect to the services to be rendered prior to the signature of this Contract Severability Should any section, paragraph or provision (including any part thereof) of this Contract be declared null, without effect or deemed unwritten, such fact shall affect only that section, paragraph or provision, and not the remaining sections, paragraphs or provisions, except in the case of this Contract s clear intention to the contrary Conjunctive and Cumulative Rights All obligations mentioned in this Contract are conjunctive and cumulative. The obligations are neither alternative nor facultative. The waiver to exercise any right or action under this Contract shall not be construed as a waiver of any other right or any other action Formal Notice If a party must perform an obligation under this Contract in a time allowed, the mere lapse of time for performing it shall have the effect of constituting that party in default.

11 VIA Contract n o : Counterparts Each counterpart of this Contract shall be deemed to be an original when duly initialed and signed by all the parties, it being understood, however, that all of these counterparts shall constitute one and same agreement Titles The titles used in this Contract are only used for purposes of reference and commodity. The titles aim to facilitate consultation and shall in no case modify the signification or the scope neither of provisions that the titles designate nor of the object of this Contract Amendment In no case shall this Contract be amended without the written consent of the parties Survival of the Obligations All obligations and liabilities that, by their nature, shall survive the resolution, resiliation or expiration of this Contract shall remain in full force and effect Acknowledgement The parties acknowledge that: this Contract is written in easily legible type in plain language that is easily understood by the parties and constitutes the expression of will of the parties. The parties have entirely read and understood this Contract. If needed, the parties received adequate explanations on the nature and scope of the clauses in this Contract from an advisor of their choice; and the parties negotiated this Contract jointly and this Contract shall be construed neither against nor in favour of either party, but rather so that each clause is given the meaning derived from this Contract as a whole Language It is upon the express wish and agreement of the parties that this Contract is written in the English Language. Ce contrat est rédigé dans la langue anglaise selon la volonté et l entente expresses des parties. [The signatures are found on the following page.]

12 VIA Contract n o : 12 Please signify your consent and acceptance by signing a copy of this Contract and returning same to us. We have understood, consented to and signed two original copies. VIA RAIL CANADA INC. Signature: Name: Title: Location: Date: [INSERT THE COMPANY S NAME] Signature: Name: Title: Location: Date:

13 VIA Contract No: A - 1 APPENDIX A SCOPE OF SERVICES SECTION ATTRIBUTION OF COMPETENCIES 1 TABLE OF CONTENTS 1. Role of Service Provider 2. Definitions 3. Responsibilities of Service Provider 4. Disclosure and review process under the responsibility of the Service Provider 5. Attempting to resolve the problem 6. Investigation 7. Report 8. Confidentiality 9. Other provisions ote: For purposes of brevity, all references to masculine include the feminine.

14 VIA Contract No: A - 2 WITHOUT LIMITING THE GENERALITY OF THE CONTRACT CONTENT, THE PARTIES AGREE THAT THE APPROPRIATE AUTHORITIES TO EXERCISE COMPETENCY AS A SERVICE PROVIDER UNDER THIS AGREEMENT ARE AS FOLLOWS: 1. Role of Service Provider 1.1 The Service Provider has a mandate to act as compliance officer and ombudsman of VIA in matters of internal disclosure of wrongdoing by VIA employees and to hear any complaints addressed by VIA employees. 1.2The Service Provider shall supervise the implementation and enforcement of VIA s Code of Conduct, a copy of which is attached as Appendix A. 1.3The Service Provider shall act as a contact who employees can freely address if they fail to resolve a problem after having consulted VIA s Code of Conduct and exhausted the internal recourses available. 1.4 The Service Provider shall establish internal mechanisms allowing employees to disclose, in good faith, complaints that they have to file and information concerning wrongdoing that has been committed or is being committed, to ensure that adequate measures are quickly taken in response to these complaints and disclosures and to ensure that the employees who make them are treated fairly and protected against any form of reprisal. 1.5 The Service Provider acknowledges that when an employee has reasonable grounds to file a complaint or believe that a person has committed a wrongdoing, this employee must be able to disclose this information by having recourse to a clearly defined process while being certain that he will be treated fairly and protected from reprisal if done in a manner consistent with the VIA Code of Conduct. 1.6 The Service Provider shall at all times act in a neutral, impartial, objective and independent manner. 1.7 In accordance with VIA s applicable guidelines, schedules, policies and procedures, the Service Provider shall: Develop strategies and manage the number set up for all compliance issues and complaints filed by employees; Identify factors and situations that cause, provoke or could increase the number of complaints and cases of non-compliance at VIA, recommend appropriate measures

15 VIA Contract No: A - 3 for resolution of all problematic factors or situations and provide assistance and advice related to measures to take to prevent, control or reduce these factors or situations; and Develop recommendations and guidelines for the President and Chief Executive Officer of VIA and the Chief People Officer with respect to appropriate corrective or disciplinary action when warranted. The Service Provider will at no time have the power to make decisions or impose disciplinary sanctions. 2. Definition of disclosure and wrongdoing 2.1 Disclosure is defined as the action, by an employee, i) of filing a complaint about any situation with VIA and/or a VIA employee; and ii) of communicating, in good faith, information related to a wrongdoing that a person has committed or intends to commit. 2.2 A wrongdoing is defined as an act or omission concerning or involving : the violation of any law or regulation; a waiver or a breach of VIA s Code of Conduct; misuse of public funds or assets (including fraud); a blatant case of mismanagement; a serious and specific threat to the life, health or safety of employees, the public or the environment; or retaliation against an employee who has disclosed a wrongdoing in good faith or cooperated in an investigation of such a wrongdoing. 3. Responsibilities of the Service Provider 3.1 The Service Provider shall, in particular: provide advice to employees of VIA who are contemplating making a disclosure and provide interpretation and advice regarding the implementation of VIA's Code of Conduct; receive, document in writing and review the disclosures submitted by employees; ensure that action is promptly taken in all cases; handle complaints and wrongdoing that require immediate or urgent action, especially when the subject of the complaint or the wrongdoing can be a specific danger to the life, health or safety of employees, the public or the environment or where damage or loss can occur to any material or equipment;

16 VIA Contract No: A open an investigation if necessary, review the results of the investigations, write reports and make recommendations on how to deal with the disclosures of wrongdoing and complaints and the corrective action to be taken; ensure the protection of the disclosed information and the handling of cases complies with the Personal Information Protection and Electronic Documents Act (Canada), the Access to Information Act, if applicable, the Canada Labour Code, and any other applicable laws and regulations; ensure that the rights, regarding procedural fairness and natural justice, of all the persons implicated by a disclosure or an investigation are protected; ensure, in compliance with the laws in force, that the identity of the persons implicated by a disclosure or an investigation are protected; ensure that the rights to privacy of both parties, the employee who discloses wrongdoing or makes a complaint and the employee implicated or alleged to be responsible for the wrongdoing, are respected; protect employees who make complaints in good faith and disclose information concerning wrongdoing, against reprisal by making recommendations on corrective actions; review the results of investigations and report his findings to the whistleblower and other persons concerned; encourage whistleblowers to disclose as much relevant information as possible and to cooperate at all stages of the process; maintain information on the number of disclosures received, rejected and accepted; resolved without an investigation, which have been investigated or are still under review or being investigated; prepare a report, at least once a year and from time to time as he deems appropriate, for VIA s President and Chief Executive Officer and the Chief People Officer at VIA, which must include, in particular, the number of general information requests made and the advice provided, the number of disclosures received directly from employees and their status (rejected, accepted, resolved without an investigation, still under review) and the number of disclosures subject to investigation, resolved or still under review. The report must include an analysis of categories of disclosures and recommendations for improving the disclosure process. 4. Disclosure and review process under the responsibility of Service Provider 4.1 The Service Provider must advise the employee who initiates a disclosure of wrongdoing or who is filing a complaint to observe the different disclosure mechanisms present at

17 VIA Contract No: A - 5 VIA before addressing the Service Provider, including contacting his immediate supervisor. 4.2 If the employee thinks that the problem he is raising can only be handled in complete confidence at VIA, and he decides to directly address the Service Provider, the Service Provider shall receive and review the disclosure. 4.3 If the employee has disclosed a wrongdoing to his immediate supervisor and he believes that this disclosure was not reviewed as it should be or was not adequately investigated, or both, and he decides to directly address the Service Provider, the Service Provider shall receive and review the disclosure. 4.4 At all times, the Service Provider shall ensure that procedural fairness and natural justice are observed, the identity of those involved in the disclosure process is respected and protected, including the identities of the whistleblower, witnesses and the person alleged to be responsible for the wrongdoing or the person who is the subject of the complaint. 4.5 Filing of complaints and disclosure of wrongdoing by employees The Service Provider agrees to take any complaints and any reports of wrongdoing seriously So that the process of disclosure and investigation is conducted effectively, the Service Provider shall, whenever possible, try to obtain as much factual information as possible about the complaint and the alleged wrongdoing, including: the nature and a clear description of the complaint or wrongdoing; the names of persons alleged to have committed the wrongdoing and the names of the persons involved in the Complaint; the name of other persons involved; the time (date) and the place where the wrongdoing was committed or the subject of the complaint; information or documents that support the facts; and any other relevant information The Service Provider shall also try to obtain as much information as possible about the person who initiates the disclosure (name, phone number and address) so that the Service Provider can contact the person for further details At the time of disclosure by an employee, the Service Provider may request additional information or clarification by contacting the person or persons who

18 VIA Contract No: A - 6 disclose the wrongdoing or file a complaint, the witnesses or the representatives involved within VIA When the information on the disclosure is received, as a preliminary step, the Service Provider must consider his absolute jurisdiction and decide whether or not he is competent to assess the disclosure. If he does not possess the proper competence, he must refer the employee to the appropriate VIA group and resources The Service Provider shall acknowledge receipt of the disclosure, in writing, within a reasonable time after receipt. 4.6 Screening and review of a disclosure The Service Provider shall do a preliminary review of the information received during disclosure, consult the employee as required and determine whether the case should be prosecuted. To this end, the Service Provider must determine whether the disclosure provides enough information. 4.7 Rejection of a disclosure The Service Provider may not act upon a person s disclosure if he considers: that the employee did not attempt to resolve the problem by observing the internal mechanisms available at VIA, including with his immediate supervisor, that the employee has not exhausted all recourses normally available under the procedure provided by another law, regulation, code of ethics of professional association in Canada or VIA s internal policy (e.g.: sexual harassment complaints that go against the Canada Labour Code, Canadian Human Rights Act, or any other complaint under the Criminal Code, etc., grievance/union procedure, internal policies, including those relating to internet and use, written Human Resources policies, such as the Duty to accommodate, etc.) ; that the disclosure is not supported by specific information; that the disclosure is not made in good faith or is not founded on the basis of reasonable belief; or that the case is trivial, not applicable, frivolous or vexatious In addition, the Service Provider may not act upon a disclosure if it is not performed by a VIA employee If the Service Provider believes that the disclosure should be rejected, he must advise the whistleblower and direct him towards the appropriate group and resources at VIA.

19 VIA Contract No: A The Service Provider must inform the employee and the Chief People Officer at VIA, in writing, within a reasonable period of time, of his decision of whether or not to pursue the case. The Service Provider shall explain his decision to reject the employee s disclosure or continue the case. 5. Attempting to resolve the problem 5.1 Following consideration of the disclosure, if the Service Provider considers that he is competent to handle this disclosure, he must discuss the issue with the employee(s) involved and determine solutions and appropriate advice to resolve the situation. 5.2 In addition, he can try to resolve the situation through Dispute Avoidance and Resolution (DAR) such as conciliation, mediation, facilitation or assisted negotiation or determine the steps necessary to conduct an investigation under a consultation process. 6. Investigation 6.1 If the problem cannot be resolved at the Attempting to resolve the problem step (section 5), the Service Provider may initiate an investigation. 6.2 Investigations are intended to bring the existence of complaints and wrongdoing to the attention of the Chief People Officer at VIA and to recommend corrective actions to him. 6.3 The Service Provider shall also notify any person, including persons who are the subject of the complaint, the complainant, the person alleged to be responsible for a wrongdoing concerned by the disclosure and the whistleblower, that an investigation is being carried out and to inform him of the subject of the disclosure in question. 6.4 If, during the investigation, the Service Provider considers that there may be sufficient grounds to make a report or recommendation that may harm a person, he must take, before closing the investigation, appropriate measures to give him every opportunity to respond to allegations against him and, to this end, to be represented by the union, a legal advisor or by any other person he considers reasonable. 6.5 In conducting the investigation of a disclosure, the Service Provider: must gather the relevant evidence, which is part of the record for the purposes of the investigation report; and must use the relevant evidence solely for the purpose of the investigation and the investigation report. 6.6 To facilitate the investigation, the Service Provider may interview persons involved in the disclosure. 6.7 During an investigation, the Service Provider shall comply with the following obligations:

20 VIA Contract No: A establish procedures to follow during investigations, determine the location of meetings and ensure smooth functioning; conduct investigations while taking into account the principles of fairness and natural justice and the laws in force; ensure that participants freely consent to investigations and demonstrate good faith throughout the process; ensure that any investigation is carried out swiftly and promptly; and ensure that the people questioned freely exchange all essential information requested in an expeditious manner. 6.8 Notwithstanding Section 5, Attempting to resolve the problem, the Service Provider may decide to investigate immediately after the preliminary examination of the disclosure. 7. Report 7.1 The Service Provider shall analyze the results of the investigation and prepare a report outlining his recommendations and reasons relating to measures to achieve an effective resolution of the problem once the investigation of a disclosure is completed. 7.2 The investigation report must be forwarded to VIA s Chief People Officer within a reasonable time after the end of the investigation. 7.3 Within sixty (60) days after the end of this contract, the Service Provider shall prepare and submit a report on his activities to VIA s Chief People Officer and to the President of VIA s Audit Committee. The report should cover, in particular: the number of requests for general information made by employees and the advice provided; the number of disclosures received and the number of disclosures that were acted on and those that were not acted on; the number of investigations opened, completed or still under review; the number and the state of recommendations that the Service Provider has made; the systemic issues that give rise to complaints or wrongdoing; the recommendations for improvement that he deems appropriate; and any other matter he considers relevant.

21 VIA Contract No: A Privacy 8.1 The confidentiality under this contract is subject to the provisions of the Personal Information Protection and Electronic Documents Act (Canada) and the Access to Information Act, if applicable. Subject to the act and regulations, any information disclosed as part of a disclosure or an investigation must remain confidential. 8.2 The Service Provider shall explain to employees the parameters of confidentiality they can expect when making a disclosure. 8.3 The Service Provider shall act in a manner that allows VIA employees to feel free to consult with the Service Provider in complete confidentiality. 9. Other provisions 9.1 The Service Provider shall notify the General Counsel and Secretary of VIA when complex legal issues affect the disclosures made in accordance with VIA's Code of Conduct. 9.2 The Service Provider shall keep, for at least two (2) years, proof of all the documents or information received during a disclosure or investigation, including the date the investigation was completed, the action taken and the answers given. 9.3 The Service Provider shall maintain an updated, orderly log of the disclosures and investigations as well as the related tracking documents for the purposes of regular internal or external compliance reviews. 9.4 The Service Provider is not authorized to provide preliminary advice as independent legal counsel regarding the legal issues raised by any dispute identified as part of a disclosure or investigation.

22 VIA Contract No: B - 1 APPENDIX B GENERAL SAFETY RULES

23 VIA Contract No: B - 2

24 VIA Contract No: C - 1 APPENDIX C HOURLY RATES

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