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Contract Form
xxxx

Crew Accommodation and/or Transportation in Ottawa

VIA RAIL CANADA INC.
3 Place Ville-Marie, Suite 500, Montréal, QC, H3B 2C9
(hereinafter called “VIA”)
enter address here
SUPPLIER NAME
(hereinafter called “Supplier”)

Description Crew Accommodation and/or Transportation in Ottawa

Pursuant to Invitation to Tender 202302001

Contract Type Services
General Terms & Conditions As set out in Appendix A
Scope of Work and Specifications As set out in Appendix B
Prices As set out in Appendix C
Insurance As set out in Appendix D
Specific Conditions As set out in Appendix E
Special Conditions As set out in Appendix F
Supplier's Proposal As set out in Appendix G
Commencement Date 1-Jul-23
End Date 30-Jun-26
Renewal Options 2 x 1-year
Payment Terms % days / Net days
Location
(where purchased goods and/or services Ottawa, Ontario
are due to be delivered/rendered)
VIA representative Name
(Contract Administrator) Title
Address 3 Place Ville-Marie, Suite 500
Montréal, QC, H3B 2C9
Telephone Fax
Email name@viarail.ca
Supplier Representative Name
(Contract Administrator) Title
Address
Telephone Fax
Email
VIA Accounts Payable Addressee
N/A
(for Invoice purposes)
Taxe Codes The parties declare that they are registered under the Excise Tax Act
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and the Quebec sales tax Act at the date of the signature and their
registration number are:
GST/HST registration
number QST registration number

VIA Rail Canada Inc 105521785RT0001 1001106674TQ0001

The Supplier

The following appendices shall form an integral part of this Contract as fully and effectively as if the same were set
forth herein at length:

Appendix A– General Terms and Conditions

Appendix B – Scope of Work and Specifications
Appendix C – Prices
Appendix D – Insurance
Appendix E – Specific Conditions
Appendix F – Special Conditions
Appendix G – Supplier's Proposal

Without limiting in any way this Contract, the Supplier expressly acknowledges all the stipulations, terms and
conditions of the above Appendices.

In the event of this Contract’s interpretation, the stipulations, terms and conditions of this Contract Form and all
Appendices shall prevail over Appendix G – Supplier's Proposal. Appendix F – Special Conditions shall prevail over
all the other Appendices. If purchase orders are issued pursuant to this Contract, the Contract Form and all
Appendices shall prevail over the purchase order.

In addition, the Supplier expressly acknowledges all the stipulations, terms and conditions of the following policies
and guidelines which are available at http://www.viarail.ca/en/about-via-rail/buying-and-selling/policies-and-
guidelines:
 VIA Rail’s Code of Ethics
 Policy for Preventing the Solicitation and Acceptance of Privileges and Gifts
 Alcohol and Drugs Policy

 COVID-19 policies, measures or other requirements of VIA related to COVID-19 including without
limitation the COVID-19 Vaccination Requirements for Contractors, Tenants and Visitors when
Accessing VIA Rail Premises
 Policy on Supplier Conduct and Responsible Sourcing

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The Policies 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.

We have understood, consented to all of the stipulations, terms and conditions and signed this Contract.

VIA RAIL CANADA INC. ENTER THE SUPPLIER NAME HERE

Signature Signature

Name Name
Title Title
Location Location
Date Date

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APPENDIX A

GENERAL TERMS AND CONDITIONS

1. INTRODUCTION

The following document constitutes VIA’s General Terms and Conditions which are applicable to Goods
and/or Services contracted for by VIA.

2. DEFINITIONS

2.1 Unless the context requires otherwise, the following terms and expressions have the meaning mentioned
below:

2.1.1 “Attorney Fees” includes without limitation, attorneys’ costs and fees, of whatever nature,
reasonably incurred in the context of:

2.1.1.1 a judicial action (judicial and extra judicial costs and fees); and / or

2.1.1.2 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.

2.1.2 “Claims” includes all claims, costs, charges, losses, liabilities, damages, demands, legal actions,
Attorney Fees and expenses of whatever nature, source and kind in any manner, including
those of third parties.

2.1.3 “Confidential Information” means all information pertaining to VIA and this Contract acquired
before, during and after the term of this Contract, including without limitation all computer and
other data, source code, reports, specifications, drawings and other documentation, both
transferred to the Supplier at the beginning of this Contract and produced under this Contract.

2.1.4 “Contract” means the executed Contract Form to which these General Terms and Conditions
are attached and all Appendices attached thereto and any other documents incorporated by
reference therein.

2.1.5 “Contract Form” means the executed form of agreement to which these General Terms and
Conditions are attached.

2.1.6 “Extrinsic Elements” The term “Extrinsic Elements” means 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 and
other contract previously entered into by the parties with regard to the subject matter of this
Contract.

2.1.7 “Goods” means the goods or assets described in Appendix B entitled Scope of Work and
Specifications.
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2.1.8 “Governmental Authority” means:

2.1.8.1 any domestic or foreign government, whether national, federal, provincial,

state, territorial, municipal or local (whether administrative, legislative,
executive or otherwise);

2.1.8.2 any agency, authority, ministry, department, regulatory body, court, central
bank, bureau, board or other instrumentality having legislative, judicial, taxing,
regulatory, prosecutorial or administrative powers or functions of, or pertaining
to, government;

2.1.8.3 any court, tribunal, commission, individual, arbitrator, arbitration panel or

other body having adjudicative, regulatory, judicial, quasi-judicial,
administrative or similar functions; and

2.1.8.4 any other body or entity created under the authority of or otherwise subject to
the jurisdiction of any of the foregoing, including any stock or other securities
exchange or professional association.

2.1.9 “Guarantees” means all warranties and guarantees of any nature whatsoever, express or
implied, including without limitation warranties of ownership and quality, whether arising from
the Contract, from any applicable law or from any custom and usage of trade.

2.1.10 “Purchase Order” means a purchase order issued by VIA to the Supplier pursuant to the
Contract in respect of the Goods and/or Services.

2.1.11 “Services” means the services described in Appendix B – Scope of Work and Specifications.

2.1.12 “Supplier’s Proposal” means all documents presented by the Supplier in response to the
Request for Quotation, Invitation to Tender or Request for Proposals issued by VIA.

2.1.13 “Supplier and its Representatives” includes, collectively and individually, the Supplier, its
directors, officers, shareholders, employees, mandataries, agents, servants, representatives,
sub-contractors, consultants and those for whom the Supplier is in law responsible.

2.1.14 “Taxes” means all federal, provincial, territorial, municipal, local or foreign taxes, assessed or
collected by a Government Authority including, i) any gross income, net income, royalty, capital
gains, use tax, values ii) any fine, penalty, interest, or addition to tax.
2.1.15 “VIA and its Representatives” includes collectively and individually VIA, its directors, officers,
shareholders, employees, mandataries, agents, servants, representatives, sub-contractors,
consultants and those for whom VIA is in law responsible.
2.1.16 “Withholding Taxes” means a deduction or withholding for or on account of Tax from a
payment under this Contract including any amount that is required to be withheld under the
Income Tax Act (Canada) and/or any other provincial regulation.

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3. DESCRIPTION OF GOODS AND/OR SERVICES

3.1 Scope

3.1.1 The Supplier shall provide VIA with the Goods and/or Services described in the attached
Appendix B – Scope of Work and Specifications. At its own expense and to VIA’s entire
satisfaction, in conformity with the stipulations, terms and conditions herein outlined in this
Contract, the Supplier shall provide all labour, materials, supplies, equipment, tools,
transportation and supervision for the provision of the Goods and/or Services.

3.2 Modification

3.2.1 Changes in the scope of Goods and/or Services under this Contract may be requested by VIA or
by the Supplier. No change in Goods and/or Services shall take effect without the prior
approval in writing from duly authorized representatives from both parties.

3.2.2 In the event that changes requested result in a cost decrease for the Goods and/or Services
rendered, the Supplier must present VIA with the revised prices in writing.

3.2.3 In the event that the changes requested result in a cost increase for the Goods and/or Services
rendered, the Supplier must present VIA with a detailed breakdown of the cost increase for
review and approval by VIA.

3.3 Conformity

3.3.1 While providing the Goods and/or Services, the Supplier is bound to act in the best interests of
VIA with the highest degree of prudence and diligence and in conformity with standard
business practices and rules of art. The Supplier shall rectify any Goods and/or Services found to
be deficient or any materials and supplies found to be unacceptable by VIA’s standards in
accordance with the specifications described in this Contract, in addition to any other breach
within the prescribed period mentioned in VIA’s notice to this effect, without additional cost to
VIA. The Supplier unconditionally warrants that the Goods and/or Services fully meet the
Guarantees.

3.4 Inspection

3.4.1 VIA has the right to inspect the Goods and/or Services provided by the Supplier at all
reasonable times during the term of this Contract. Such inspection by VIA shall in no way
relieve the Supplier from its obligations under this Contract. VIA shall have the right to inspect
and reject the Goods and/or Services or any part or component thereof which are defective or
do not conform to the applicable specifications.

4. TERM

4.1 Initial Term

4.1.1 The Contract shall start on the commencement date and end on the end date indicated on the
Contract Form. For greater certainty, the Guarantees shall survive the resolution, termination
or expiration of this Contract.

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4.2 Renewal

4.2.1 VIA may, without restriction, renew this Contract for the additional periods specified in the
Contract Form. In the event that VIA exercises its options to renew this Contract, the terms and
conditions applicable to such renewal period shall be the same as those contained in this
Contract.

5. TERMINATION

5.1 The Supplier cannot terminate this Contract prior to its expiry, except if VIA materially breaches this
Contract, in which case the Supplier may terminate this Contract, in whole or in part, by a ninety (90) days
written notice to VIA if VIA has not remedied the alleged breach within a period of 90 days from a written
notice to that effect from the Supplier.

5.2 VIA may terminate this Contract, in whole or in part, without reason nor justification and for convenience,
by a thirty (30) days written notice to the Supplier. VIA may also terminate this Contract if the Supplier
materially breaches this Contract, by a written ten (10) day notice to the Supplier if the Supplier has not
remedied the alleged breach within a period of 10 days from a written notice to that effect from VIA and
the Supplier shall be responsible for any damages caused to VIA by this termination of this Contract,
notably in the event that the contract is continued by a third party, the Supplier shall notably assume any
increase in the contract price for VIA.

5.3 Notwithstanding the foregoing, in the event that the Supplier should become bankrupt or insolvent or
should the Supplier be subject to the provisions of any act for the benefit of creditors or should the
Supplier go into liquidation either voluntarily or under an order of a court of competent jurisdiction or
make a general assignment for the benefit of its creditors or otherwise acknowledge its insolvency, VIA
may without prejudice to any other right or remedy it may have, by giving the Supplier, receiver or trustee
in bankruptcy written notice, terminate this Contract immediately.

5.4 Upon notice to the Supplier, VIA’s liability will be limited to the following

5.4.1 the payment of the price for all Goods delivered and Services rendered on the termination date
in accordance with the Contract and Purchase Order; and

5.4.2 the payment for Goods and/or Services in process, on the basis provided for in the Contract and
Purchase Order, in proportion to the state of completion;

provided however that if the Purchase Order is a blanket order such Goods or Services have been covered
by means of a release authorization in which case, VIA’s liability is limited to the value of the release
authorization.

Except as provided herein, VIA will not be liable for any Claims arising from such termination including,
without limitation, loss of anticipated revenue or profit. Notwithstanding anything to the contrary in the
Contract, VIA’s maximum liability under the Contract will in no event exceed the price of the Contract.

The Supplier shall then produce a final report containing the amount in details within thirty (30) days
following the date of termination. The final report is deemed to be an invoice as defined in Section 6 of
this Contract.

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6. PRICE AND PAYMENT

6.1 VIA undertakes to pay, in conformity with this Section 6 of the Contract and upon verification, the prices
listed in Appendix C – Price, for the cost of all Goods and/or Services properly rendered by the Supplier
described in Appendix B – Scope of Work and Specifications of this Contract. All pricing shall be in
Canadian funds unless indicated otherwise in Appendix C.

6.2 Services or Goods and Supplies not listed in Contract Appendix C

6.2.1 In the event VIA requests the Supplier to render Services or Goods and supplies other than
those listed in Contract Appendix C, the Supplier must provide a written quotation and receive
prior written approval by VIA in order to be paid by VIA.

6.3 Travel Expenses

6.3.1 In the event the Supplier is required to travel for the purposes of this Contract, the Supplier is
required to use VIA passenger rail services where available. Travel expenses for transportation,
lodging and meals must be approved in advance and in writing by a duly authorized
representative of VIA in accordance with VIA’s policies.

6.4 Reasonable Costs, Fees and Expenses

6.4.1 The prices indicated in Sections 6.1 and 6.2 of this Contract represent the full inclusive value of
the Goods and/or Services and include all reasonable costs, fees and expenses which may be
required (comprising labor, materials, supplies, items and products listed in this Contract,
equipment, transportation, supervision, overhead and profit and all other elements necessary
to supply the Goods and/or Services), together with all general risks, liabilities and obligations
set forth or implied in this Contract.

6.5 Taxes

6.5.1 The prices indicated in Sections 6.1 and 6.2 of this Contract are exclusive of any applicable
Taxes.

6.5.2 The parties undertake mutually to inform each other in a delay of thirty (30) days of any change
relating to their registration including company’s names and/or registration number.

6.5.3 Notwithstanding anything to the contrary in this Contract, if any applicable law requires that
any Withholding Taxes be deducted or withheld from any payments to be made by VIA to the
Supplier in connection with this Contract, VIA will deduct or withhold such Withholding Taxes
and remit such Withholding Taxes directly to the applicable taxing authority on or before the
applicable due date for remittance of such Withholding Taxes, and shall not be required to
compensate the Supplier for or indemnify the Supplier with respect to such Withholding Taxes.
If the Supplier claims that it is entitled to benefits under an applicable tax treaty between
Canada and its country of residence, the Supplier shall provide to VIA all information,
representations and documentation required in order to support its claim for such benefits.
6.5.4 The Supplier shall be fully liable to any i) Taxes imposed on or measured by its net income, or ii)
any branch profits Taxes or any similar Taxes imposed by any Governmental Authority pursuant
to any applicable law, in respect to any payments made to the Supplier under this Contract.

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6.6 Invoices

6.6.1 Payments shall be made by VIA within thirty (30) days of receipt of the Supplier’s invoice after
the delivery of Goods or the performance of the Services unless otherwise indicated in the
Contract Form. If the Supplier has opted to provide a discount to participate in an accelerated
invoice payment plan and VIA has accepted such offer, this will be identified in the Contract
Form, and the Supplier will benefit from an accelerated payment schedule.

6.6.2 All invoices rendered under the terms of the Contract must be sent to VIA’s Accounts Payable
department at: apinvoices@viarail.ca

If the Supplier is not able to send the invoice by email, then the invoice must be sent to the
following address:

VIA RAIL CANADA INC.

Accounts Payable
P.O. Box 8130, Station A
Montreal, QC H3C 3N7

For any given invoice, only one (1) transmission method shall be used by the Supplier, ie, either
through email or mail, not both.

The Supplier must clearly indicate the following details in support of the application for
payment:

6.6.2.1 Contract Number or Purchase Order Number (see Contract Form)

6.6.2.2 Release Authorization Number or Work Order Reference Number
6.6.2.3 The Supplier name or intermediary’s name as the case may be;
6.6.2.4 Delivery location of Goods and/or Services
6.6.2.5 Date and time of delivery of Goods and/or Services
6.6.2.6 Description of each supply
6.6.2.7 Total amount paid or payable for each supply.

If the service is performed in Canada:

(i) Value of services detailed by province in Canada
(ii) Value of travel expenses

If the service is performed outside Canada:

(iii) Value of services outside Canada by country

6.6.2.8 Tax registration numbers

6.6.2.9 The Accounts Payable Addressee (see Contract Form)

6.6.3 The default method of payment for VIA is by means of Electronic Funds Transfer “EFT”. Any
alternative payment method must be agreed upon by VIA and described in Appendix C – Price.

7. LETTER OF CREDIT OR OTHER FINANCIAL GUARANTEE

7.1 When requested in writing by VIA in Appendix E – Specific Conditions, the Supplier shall provide VIA with
a letter of credit, performance bond or other form of financial guarantee.
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8. SAFETY AND CAUTION NEAR TRACKS

8.1 The following clauses will be applicable only to Goods and/or Services rendered near tracks.

8.1.1 The Supplier and its Representatives shall exercise caution at all times when delivering Goods or
performing work near railway tracks and shall remain alert to the approach of trains, engines or
cars from either direction and at any time.

8.1.2 The Supplier and its Representatives shall not place any material or equipment on railway
tracks or on the passenger platform.

8.1.3 The Supplier and its Representatives shall not obstruct or impede the movement of trains or
foul the track with equipment and shall act with care and diligence at all times.

8.1.4 The Supplier and its Representatives shall provide the services in such a manner as it will not
occasion any injury, loss or damage to any person or property whatsoever, including that of
VIA, or cause any interference with building users, railway operations or facilities in or about
VIA’s premises. In particular, the Supplier and its Representatives shall take all necessary
measures with respect to safety and fire protection.

8.2 Co-Operation

8.2.1 The Supplier and its Representatives shall provide the services with duly qualified personnel
and cooperate with VIA, Canadian National Railway (CN), Canadian Pacific Railway (CP) or other
operating railways, the municipality or such other legislative authorities to ensure that all
services are performed in conformity with all applicable regulations and by-laws. The Supplier
shall obtain all permits and shall be responsible for all charges imposed by such regulation and
by-laws.

9. CLAUSES SPECIFIC TO THE PURCHASE OF GOODS

9.1 The following clauses will apply only when Goods are purchased as part of the Contract.

9.1.1 Subject to the issuance by VIA of a Purchase Order and in the case of a blanket order, a release
authorization, the Supplier shall deliver the Goods to VIA’s facility as indicated.

9.1.2 Title to the Purchase Goods and all parts and components thereof in the possession of the
Supplier or others shall pass to VIA upon delivery at VIA’s facility. The Supplier shall bear all risk
of loss, damage and destruction of the Goods and all parts and components thereof until
delivery at VIA’s facility.

9.1.3 The Supplier will properly package goods for shipment and mark each package with the
Purchase Order number, a description and quantity of contents. The Supplier will ship goods in
accordance with the Purchase Order. VIA will have the right to inspect anywhere and anytime
all goods and services covered by the Purchase Order.

9.1.4 In the event the carrier used or quantity of goods delivered is not in accordance with the
Purchase Order, or if the quality of goods or services is not to VIA’s satisfaction, VIA may reject
such goods or services and cancel the Purchase Order in accordance with the Termination
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clause set forth in this Contract, or may accept such goods or services and charge the Supplier
for damages suffered.

9.2 Warranty

9.2.1 The Supplier expressly warrants that the Goods covered under this Contract will conform to the
specifications furnished to and by VIA, will be merchantable, of good material and
workmanship, free from defect and fit for VIA’s intended use.

9.2.2 If, within the warranty period as specified in Appendix G – Supplier’s Proposal, effective from
the date of delivery to VIA’s facility, the Goods or any part thereof becomes broken or defective
or fails due to any default by the Supplier in fulfilling the requirements of the Contract, in whole
or in part, including improper material, workmanship, manufacture, fabrication, packaging,
shipment or delivery and construction, then the Supplier upon notification in writing by VIA
shall forthwith make good every such breakage, defect or failure without cost (including
without limitation, transportation cost) to VIA.

9.2.3 Furthermore, any part of the Goods made good by the Supplier shall remain subject to the
provisions of this Section 9.2 of the Contract, including a new warranty period which shall
extend from the date when the same was made good.

9.2.4 The parties expressly agree that the above warranties are not a limitation but are in addition to
all Guarantees.

9.3 Systematic Defects

9.3.1 In the event that the Goods present a repetitive or systematic defect the Supplier undertakes,
in addition to analyzing the root cause and introducing corrective measures to perform the
following within thirty (30) days:

(a) to draw up a proposal for modifying the supply or any part thereof;
(b) to carry out modification, after approval by VIA, on all Goods either delivered, to be
delivered or in Supplier’s inventory; and
(c) to update the associated documentation.

The Supplier remains responsible for all costs and damages sustained by VIA as a result of the
defective supply, including but not limited to: cost of upgrading the VIA’s installed Goods and
obtaining approval and certification of the modified Supplies.

9.4 Market Obsolescence

9.4.1 The Supplier undertakes to notify VIA in writing of any obsolescence within ninety (90) days of
Supplier’s knowledge thereof. Such notice must include, at a minimum, the following
information: (a) the part number and description of the obsolescent source involved, (b) the
anticipated production end date and (c) the last buy out date.

9.4.2 The Supplier shall, within thirty (30) days after notification of the obsolescence, send VIA a
written proposal setting out an appropriate solution to remedy the obsolescence.

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9.4.3 The said solution may be implemented only with the prior written consent of VIA and it is
understood that such a solution must not entail any impact, delay or interruption in deliveries
to VIA not cause any disruption whatsoever in its production.

9.4.4 To this end, the Supplier undertakes to constitute, at its expense, propose an alternative
solution offering a standard of performance and trade terms that are at least equivalent to the
original Supply.

10. PRUDENCE AND DILIGENCE

10.1 The Supplier undertakes to perform the work in such a manner as will not occasion any injury, loss or
damage to any person or property whatsoever, including that of VIA, or cause any interference with
building users, railway operations or facilities in or about VIA's premises. In particular, the Supplier
undertakes to take all necessary measures with respect to safety, fire protection and environment.

11. CONTRACTUAL LIABILITY AND INDEMNIFICATION

11.1 The Supplier 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, caused by the Supplier’s breach of its
obligations hereunder or by a fault of the Supplier and its Representatives.

11.2 The Supplier 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 Supplier agrees to obtain a waiver of liability from its Representatives. Such
waiver and indemnity shall apply notwithstanding the failure by the Supplier s to obtain any written
waivers.

12. INSURANCE

12.1 Without restricting the generality of Section 11 of the Contract, the Supplier shall obtain and keep in force
during the term of the Contract, the insurance coverage specified in Appendix D, Insurance.

12.2 Prior to the commencement of the Contract, the Supplier shall provide VIA with certificates of insurance
issued in the name of VIA, dated and signed by an authorized representative of the Supplier’s insurers
evidencing all insurance requirements mentioned above. New insurance certificates evidencing renewal
of insurance policy shall be submitted to VIA within thirty (30) days after renewal should such renewal
occur during the Contract.

12.3 The above insurance policies shall include an endorsement whereby VIA shall be provided with a thirty
(30) days advance notice in case of any important modification, termination or resolution of the insurance
coverage.

12.4 The parties agree that VIA’s silence following:

12.4.1 the Supplier’s failure to comply with Section 12 Insurance or any of its subsections, whether or
not VIA is aware of such failure; or

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12.4.2 the Supplier’s issuance of an insurance certificate or a policy that fails to comply with the
requirements contained in this Contract,

does not exonerate the Supplier from these failures, nor does it constitute a waiver of the Supplier’s
obligations by VIA.

12.5 The acquisition and maintenance in force of the above insurance provided for in Section 12 of the
Contract by the Supplier shall in no manner be construed as to restrict or waive the liabilities,
responsibilities or obligations of the Supplier and its Representatives under the Contract.

12.6 If the Supplier 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 Supplier, who shall
then pay the associate cost upon VIA’s request, or agree to let VIA deduct these cost from any amount
owing.

12.7 With regard to this Contract, any failure by the Supplier to comply with the obligations provided for under
Section 12 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 Supplier, in
addition to all rights stipulated by law or by this Contract, until such failure has been corrected by the
Supplier.

13. LATE CHARGES AND LIQUIDATED DAMAGES

13.1 This Section applies only if and to the extent that Appendix E – Specific Conditions, has been completed
and filled in with amounts designated as late charges or as liquidated damages.

13.2 If the Supplier fails to perform the obligations identified in Appendix B – Scope of Work and Specifications,
within the specified time for performance, the Supplier shall pay to VIA or VIA may deduct from any
amount due or to become due to the Supplier, the amounts designated in Appendix E as late charges or
liquidated damages. Payment of such charges shall not relieve the Supplier from its other obligations
hereunder.

13.3 In the event the above delay is exclusively and directly attributable to VIA, the schedule shall be adjusted
by the number of days equal to that of such delay or such other delay mutually agreed upon by the
parties in writing. The Supplier shall be entitled to request an amendment for the cost of any losses
suffered as a consequence of such delay. If a deliverable remains undelivered to VIA or unaccepted by VIA
due to non-conformance thereafter, the full amount of charges shall then apply.

14. INTELLECTUAL PROPERTY

14.1 Protection of Intellectual Property Rights The Supplier acknowledges that VIA’s intellectual property
including trademarks and copyrighted work are valuable assets of VIA.

14.2 Intellectual Property Rights Vested in VIA All original material created by the Supplier, 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 Supplier 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. For greater certainty, the Supplier waives all its moral rights (notably pursuant to
the Copyright Act (Canada), as amended from time to time) in connection with original material created
for VIA’s account and also waives any Claims against VIA and its Representatives with respect thereto. At
VIA’s request, the Supplier shall sign, and cause each of its Representatives to sign, all necessary
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VIA Supplier
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documents to protect VIA’s rights in cases such as copyright assignment, copyright registration
applications or renunciation to all moral rights.

14.3 Intellectual Property Indemnity The Supplier and its Representatives shall fully indemnify and save
harmless VIA and shall furthermore act as warrantors, take up VIA’s defense 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:

14.3.1 any technique to be used by the Supplier in the performance of its obligations under this
Contract; and
14.3.2 the use of any design, specifications, logos, and other documents by the Supplier in the
performance of its obligations under this Contract.

15. CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

15.1 The Supplier and its Representatives shall maintain confidential all Confidential Information, and shall not
disclose or use the same for any purposes other than for the performance of the obligations of this
Contract. It is understood that neither this Contract nor the disclosure of any Confidential Information to
the Supplier shall be construed as granting to the Supplier any license or other rights in, to or in respect of
such Confidential Information.

15.2 Information of VIA or disclosed by or through VIA will not be considered to be Confidential Information in
the following circumstances:

15.2.1 VIA advises the Supplier in writing that the information is not required to be treated as
Confidential Information;

15.2.2 the information is at the date of this Contract, or becomes at any time thereafter, generally
available to or accessible by the public through no fault of the Supplier, is a matter of public
record or is in the public domain, as confirmed by VIA;

15.2.3 the information is required to be disclosed pursuant to applicable laws, provided that the
Supplier provides VIA with reasonable notification and an opportunity to contest such
requirement prior to disclosure when possible.

15.3 Confidential Information shall not be transferred or communicated by the Supplier to a third party or
outside of Canada without the prior written consent of VIA, unless required by law or clearly stipulated in
this Contract. If VIA’s Confidential Information is transferred or communicated to a third party in
accordance with this Section, and for greater certainty, with the prior written consent of VIA, the Supplier
shall ensure that such third party shall maintain confidential such Confidential Information and shall
comply with this Section.

15.4 The access to Confidential Information shall be limited only to the authorized representatives of the
Supplier who have a need to know the information for the performance of the services to be provided
under this Contract. VIA’s Confidential Information shall be separated from, and not commingled with,
other information. The Supplier acknowledges that VIA’s Confidential Information belongs to and is
owned by VIA exclusively.

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15.5 The Supplier must not leverage VIA Confidential information to enrich its own, or third-party, databases.

15.6 In the event that the Supplier subcontracts its obligations under this Contract, in whole or in part, it shall
ensure that such subcontractors shall maintain the confidentiality of Confidential Information and shall
comply with this Section.

15.7 When VIA, and/or another party expressly designated by VIA, provides data to the Supplier and same is
hosted by the Supplier on its computer system, VIA shall have access to the Supplier’s computer system as
it relates to VIA’s services to oversee, watch, verify and inspect the services supplied by the Supplier and
to ensure compliance with this Section.

15.8 The Supplier shall ensure that its computer system and infrastructure is secured and does not
compromise the integrity, security and confidentiality of VIA’s Confidential Information.

15.9 The Supplier and its Representatives shall immediately report in writing to VIA any actual or suspected
violation to this Section and the Supplier shall be responsible in the event that it breaches its obligations
under this Section.

15.10 In the event of the Supplier becoming aware of a breach with respect to the Services, the Supplier shall, as
soon as possible, but no later than within 48 hours, notify VIA in writing of all known details of the breach,
including: (i) a description of the nature of the breach in particular, the categories and approximate
number of data subjects and records concerned; (ii) a description of the likely consequences of the
breach; and (iii) a description of the measures taken or proposed to be taken to address the breach,
including, where appropriate, measures to mitigate its possible adverse effects. The Supplier will promptly
investigate the breach if it occurred on its infrastructure or in another area the Supplier is responsible for
and will assist VIA.

15.11 At the expiration or upon termination of this Contract, the Supplier undertakes to:

15.11.1 Securely dispose of or return the Confidential Information, in any form whatsoever, promptly to
VIA depending on the option selected by VIA;

15.11.2 Not retain any total or partial copy of the Confidential Information; and

15.11.3 Not use or communicate in any manner whatsoever the Confidential Information.

The disposal or return of the Confidential Information to VIA shall be certified in writing by an authorized
representative of the Supplier.

15.12 The Supplier agrees to comply with all applicable laws relative to the protection of personal information
with respect to this Contract. VIA reserves its right to visit the Supplier to evaluate and verify the
Supplier’s compliance with any applicable federal and provincial law relative to the protection of personal
information.

15.13 This Contract and the information contained therein 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-21.

15.14 The Supplier acknowledges and agrees that the breach of its obligation under this Section shall cause VIA
continuing, immediate, serious and irreparable harm and shall result in commercial damages to VIA for
which monetary damages shall not be a sufficient remedy, and the Supplier consequently acknowledges

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VIA Supplier
Contract # xxxx 16

that VIA may have the right to an injunction against any material breach of this Section in addition to any
other rights under this Contract or the law (or both).

15.15 Neither party shall use the name of the other party in publicity, releases or advertising without the prior
written consent of the other party.

16. OTHER MODALITIES, TERMS AND CONDITIONS

16.1 Relationship Between the Parties

16.1.1 This Contract shall not be construed to empower the Supplier 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.

16.1.2 This Contract shall bind the Supplier and VIA only. It shall not, in any case, be interpreted as
constituting an employment contract between VIA and the Supplier.

16.1.3 The Supplier 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 Supplier shall also
make all necessary arrangements for the fringe benefits of its directors, officers, employees,
mandataries, agents, servants, representatives, sub-contractors, consultants and those for
whom the Supplier is in law responsible. The Supplier shall at VIA’s request provide all
supporting documentation demonstrating its compliance with its obligations.

16.2 Contract’s Interpretation

16.2.1 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.

16.2.2 Supplier’s Internal Disputes Should any disputes arise between the Supplier and its
Representatives in connection with this Contract, they shall be settled directly between
themselves, and the Supplier shall hold harmless and indemnify VIA from any Claim in this
regard.

16.3 Conflict of Interests

16.3.1 The Supplier must disclose to VIA any actual or potential conflict of interests. If such a conflict
of interests does exist, VIA may, without restriction, terminate this Contract.

16.3.2 The Supplier must disclose and declare the exact nature of any interest of which it is aware of
that may have any VIA employee in this Contract. If such an interest exists or arises, VIA may,
without restriction, suspend any work being performed under any ensuing contract until the
matter is resolved to VIA’s satisfaction.

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VIA Supplier
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16.3.3 If, during the term of this Contract, a subcontractor is retained by the Supplier, and this gives
rise to an actual or potential conflict of interests, then the subcontractor must so inform the
Supplier and VIA. Upon VIA’s request, the Supplier must take such steps as are necessary to
remove such conflict of interests.

16.3.4 No member of the House of Commons of Canada or of the Provincial Legislatures shall be
admitted to any share or part of the Contract or to any benefit to arise therefrom.

16.4 Security Clearance

16.4.1 At VIA’s request, and depending on the nature of the Services contracted, the Supplier may
be required to perform pre-employment checks including, but not limited to, reference and
criminal checks for the Supplier’s personnel that will be assigned to perform services under
this Contract and the Supplier shall provide VIA with the results of such checking services.

16.5 Regulations, By-Laws and Permits

16.5.1 The Supplier must comply with all laws and regulations pertaining to the supply of Goods
and/or Services, whether federal, provincial or municipal and must obtain and pay for all
permits and certificates required. As required under the Official Languages Act, R.S.C. 1985,
c. 31 (4th Supp.) suppliers of VIA providing service to the public must provide such service in
both Official Languages being English and French. Provision of service includes but is not
limited to, active offer, signs and posted information.

16.6 Environment

16.6.1 The Supplier and its Representatives shall comply with environmental law and they shall
take all necessary measures with respect to safety, fire protection and environment.

16.6.2 In the event of an accidental spill or discharge of any substance that is infectious, toxic or
harmful to the environment (hereafter the “Contamination”), caused by the Supplier and its
Representatives while providing services under this Contract, the Supplier shall immediately
advise VIA and commence as soon as possible any necessary cleanup, decontamination,
removal, disposal and/or remedial action, and must comply with, where applicable, any
directives contained in environmental laws issued with respect to the Contamination,
entirely at its own expense and to VIA’s satisfaction. In addition, the Supplier shall assume
the costs of any emergency procedure required and any environmental audit report
requested by VIA before and/or after the decontamination.

16.7 Force Majeure

16.7.1 The obligations of each party will be excused during any unforeseeable and irresistible
event, including external causes with the same characteristics, subject to any business
continuity plans described in other appendices, if any.

16.8 Registers and Records The Supplier 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
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VIA Supplier
Contract # xxxx 18

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 Supplier's books, records, and data stored in
computers and all documents pertaining to the Supplier’s services for the purpose of auditing and
verifying the costs of its services or for any other reasonable purpose. The Supplier shall not charge VIA
for any audit. The Supplier shall immediately reimburse VIA for audit claims resolved in VIA’s favor.

16.9 No Assignment

16.9.1 The Supplier shall not assign this Contract in whole or in part, nor shall the Supplier subcontract
its obligations without prior written approval by VIA.

16.9.2 The Supplier undertakes to ensure, in the event that subcontracting is approved by VIA, that all
contracts issued to subcontractors will comply with all the terms and conditions of this
Contract.

16.10 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 Supplier respectively.

16.11 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 Contract Administrator identified on
the Contract Form. The supplier must make reference to their Contract number and company name on all
Notices.

16.12 Survival of the obligations All obligations and liabilities that, by their nature, shall survive the resolution,
termination or expiration of this Contract shall remain in full force and effect, notably the provisions of
Sections 9.2 (Warranty), 11 (Contractual Liability and Indemnification), 12 (Insurance), 14 (Intellectual
Property) and 15 (Confidentiality and Non-Disclosure Undertaking).

16.13 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). In no case shall this Contract be amended
without the written consent of the parties.

16.14 Applicable Laws and Election of Domicile

16.14.1 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.
16.14.2 The provisions of applicable law with respect to Sale shall apply to the purchase and delivery of
Goods of this Contract, unless otherwise provided for in this Contract in which case the
provisions of this Contract shall prevail over applicable law.
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VIA Supplier
Contract # xxxx 19

16.14.3 The provisions of applicable law with respect to Contract of enterprise or for Services shall
apply to the installation and Services portion of this Contract, unless otherwise provided for in
this Contract in which case the provisions of this Contract shall prevail over applicable law

16.15 Useful Information The Supplier acknowledges that VIA has provided useful information with respect to
the services to be rendered prior to the signature of this Contract.
16.16 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.
16.17 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.
16.18 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.
16.19 Non-Waiver of Default Any failure of VIA at any time to enforce or require the strict keeping and
performance of any of the terms and conditions of the Contract shall not constitute a waiver of such
terms or conditions and shall not affect or impair, such terms and conditions in any way, or the right of
VIA to avail itself of such remedies for any breach or breaches of such terms and conditions.
16.20 Counterparts Each counterpart of this Contract may be provided in electronic format and shall be deemed
to be an original when duly signed by the parties, it being understood, however, that all of these
counterparts shall constitute one and same agreement.

16.21 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.
16.22 Amendment In no case shall this Contract be amended without the written consent of the parties.
16.23 Lien The Supplier shall not mortgage, hypothecate, encumber or convey title to any of VIA’s property. If
during the progress of the Contract, the Supplier allows any indebtedness to accrue which has become or
may give rise to a claim, privilege, mortgage, hypothec, encumbrance, lien or right of retention upon any
property of VIA, then the Supplier shall immediately, upon request of VIA, pay such indebtedness and
cause the said claim, privilege, mortgage, hypothec, encumbrance, lien or right of retention to be
unconditionally discharged and, if the Supplier fails to do so, then notwithstanding anything else
contained in the Contract, VIA may withhold any payment due to the Supplier until such indebtedness,
claim, privilege, mortgage, hypothec, encumbrance, lien or right of retention is fully paid or apply the
money so withheld toward the discharge thereof, in addition to any other rights under this Contract or
the law (or both).

16.24 Acknowledgement The parties acknowledge that:

16.24.1 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

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VIA Supplier
Contract # xxxx 20

16.24.2 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.

16.25 Language It is upon the express wish and agreement of the parties that the Contract is written in the
English language. Ce contrat est rédigé dans la langue anglaise selon la volonté et l’entente expresses des
parties.

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VIA Supplier
Contract # xxxx 21

APPENDIX B

SCOPE OF WORK AND SPECIFICATIONS

See doc attached

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VIA Supplier
Contract # xxxx 22

APPENDIX C

PRICE

In conformity with Section 6, Price, of Appendix A – General Terms and Conditions, and upon verification, VIA shall
pay the following:

See doc attached

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VIA Supplier
Contract # xxxx 23

APPENDIX D

INSURANCE

In conformity with Section 12 – Insurance, of Appendix A – General Terms and Conditions, the Supplier and its
Representatives shall obtain and keep in force the following insurance coverage during the term of this Contract:

1. A Commercial General Liability Insurance, preferably an “occurrence” form, covering the liability of the
Supplier and its Representatives for bodily injury, including death, and property damage for a minimum
amount of $5,000,000 per occurrence. The insurance policy wording shall contain no exclusion related to
services or work in proximity of railway tracks or any such exclusion shall be removed by endorsement. The
insurance policy shall include VIA as additional insured but only with respect to the Supplier and its
Representatives’ services on behalf of VIA under this Contract, and shall provide coverage for:

1.1 Personal injury;

1.2 Bodily injury;
1.3 Property damage, including loss of use of property;
1.4 Contingent employer’s liability;
1.5 Contractual liability;
1.6 Cross liability and/or severability of interests; and
1.7 Non-owned automobile liability.

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VIA Supplier
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APPENDIX E

SPECIFIC CONDITIONS

1. VENDOR PERFORMANCE MANAGEMENT

The target of the Supplier’s evaluation score is equal to or higher than 80% for the overall evaluation, being
understood that this failure only will not constitute a breach by the Vendor of its obligations under this
Contract, particularly under Sections 5.2 (Termination) and 11.1 (Liability and Indemnity) of Appendix A of this
Contract. However, the Vendor Performance Management procedure cannot be interpreted as restricting the
other rights ans remedies of VIA as set out in this Contract but this is in addition thereto. The Vendor
Performance Management procedure shall be made by the Supplier at no additional cost to VIA.

For the provision of goods and/or services described in this document, VPM evaluations will take place on the
following basis:

☐ QUARTERLY
☐ TWICE A YEAR
☒ ONCE A YEAR

During each performance evaluation, the following criteria will be assessed:

ACCOUNT MANAGEMENT 30%

Compliance of invoicing to VIA’s guidelines (monthly billing, one invoice per type of crew,
10%
correct PO number on invoices)

Compliance with costs and rates negotiated in the contract 20%

QUALITY OF THE SERVICES 70%

Swift responses to emails and phone messages 10%

Complaint resolution 60%

2. NO EXCLUSIVITY

The Supplier acknowledges that it has no exclusivity whatsoever and that VIA may retain another supplier to
provide the same Goods and/or Services. The Supplier shall have no Claim with respect thereto.

3. NO GUARANTEED REVENUES

The Supplier acknowledges that this Contract shall not be interpreted as an undertaking by VIA to pay any
minimum amount to the Supplier and the Supplier shall have no Claim with respect thereto.
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VIA Supplier
Contract # xxxx 25

4. SPECIAL PROVISIONS REGARDING COVID-19

4.1 DEFINITION

“Applicable Laws Respecting COVID-19” includes any Applicable Laws specific to the impact of COVID-19
(being the 2019 coronavirus infectious disease referred to as “COVID-19” by the World Health
Organization and any mutation thereof recognized by the World Health Organization), it being understood
that for the purposes of this definition, the defined term “Applicable Laws” shall include any measure,
norm, directive or requirement adopted by a Governmental Authority directly related to the impact of
COVID-19, which, if not complied with, results in the imposition of a sanction on the Supplier or a
Contractor Party or of a corrective measure to ensure compliance therewith.

4.2 SCOPE

There is no fact or circumstance known to the Supplier, including the ongoing nature of COVID-19:
a) which may adversely affect its ability to perform the Work; or
b) relating to its business which, if known to VIA, might reasonably be expected to deter VIA from
entering into the Contract.

The Supplier has a business continue plan to mitigate risks as it relates to the Goods and/or Services
described in the attached Appendix B – Scope of Work and Specifications, which continuity plan takes into
account to ongoing nature of COVID-19 as well as the Applicable Laws Respecting COVID-19.

4.3 INSPECTION

The right to inspect the Goods and/or Services provided by the Supplier at all reasonable times during the
term of this Contract stipulated in Section 3.4 of this Contract, includes the right to access the premises
and any workshop or other places where the Goods and/or Services are being undertaken or where
materials and other articles are being obtained, manufactured, or stored for the Contract.

For greater certainty, the access rights provided in the Section 3.4 of this Contract shall be provided
notwithstanding the existence of the COVID-19 pandemic or any Applicable Laws Respecting COVID-19
(which, for greater certainty, shall not be grounds to prevent or condition such access except where a
particular location has been closed pursuant to any Applicable Laws Respecting COVID-19 but only to the
extent of, and during the time of, such closure) subject to VIA (and any other person to which such access
is granted pursuant to the terms of the Section 3.4 of this Contract) comply with the Supplier and its
Representatives on-site safety and public health measures and policies implemented or adopted by the
Supplier and its Representatives to comply with any Applicable Laws Respecting COVID-19, as such
measures and policies are to be provided to VIA by the Supplier on the effective date of this Contract and
any update thereof adopted during the term of the Contract, promptly upon the adoption of such update.

4.4 PRICE AND PAYMENT

The Supplier acknowledges that the prices listed in Appendix C – Price are adequate to satisfy all of the
obligations set out herein and is not subject to change, except to the extent specifically provided in this
Contract and acknowledges that, in establishing such prices, it has taken into account any Applicable Laws
Respecting COVID-19 as well as the on-going nature of COVID-19 and more particularly the impacts of
COVID-19 on the availability and productivity of the workforce, on the supply chain and equipment supply
or resulting from quarantine/confinement obligations (including the removal from any premise or other

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Contract # xxxx 26

location where work is being performed for confinement purposes) and travel restrictions contemplated
by these Applicable Laws Respecting COVID-19.

4.5 REGULATIONS, BY-LAWS AND PERMITS

During the execution of the Contract, the Supplier shall adhere to all environmental and work safety
regulations and other applicable laws applicable to the premises or any other location where work is
being performed (including, for greater certainty, any Applicable Laws Respecting COVID-19), in particular,
through the implementation of appropriate measures to protect the health of individuals in the context of
the execution of its obligations set forth in the Contract. The Supplier will also ensure that all
subcontractor parties adhere to the foregoing as applicable to the relevant location(s) where the work is
being performed. Furthermore, the Supplier shall adhere to, and shall ensure that all subcontractor
parties adhere to, VIA’s Guidelines for Contractors, adapted as required and appearing at page 2 of this
Contract as well as all other policies identified at the same page, including any COVID-19 policies,
measures or other requirements of VIA.

4.6 FORCE MAJEURE

Without limiting the provisions of Section 10.2 and 10.4 of this Appendix E, each party acknowledges that
if the other party is unable to perform its obligations hereunder as a result of the impacts of COVID-19,
which impacts (i) are unforeseeable and irresistible and otherwise beyond the control of the party
claiming the occurrence of such impact, (ii) could not have been avoided by such party, (iii) do not result
from a breach by such party of any Applicable Laws Respecting COVID-19 existing at the time of
occurrence of such impact and, in respect of the Supplier, a breach of its obligations hereunder and more
particularly,
Section 10.2 of this Appendix E, same may constitute an event of force majeure, subject, if the Supplier is
the claimant, to its business continuity plan and, provided however, that such party shall promptly, and in
the case of the Supplier no event later than five Business Days following such occurrence, inform the
other party of such situation and of the impact that it has on its obligations hereunder. The parties shall
meet promptly after receipt if such notice to discuss, in good faith, the impact of the force majeure event
claimed and any applicable mitigation measures or amendments to this contract reasonably required as a
result of such event. Within three Business Days from such meeting, if the force majeure event affects the
Supplier, the Supplier shall submit to VIA a specific action plan which implements the agreement reached
by the parties and, once confirmed by VIA, diligently implements such plan. VIA reserves the right to audit
the implementation of any action plan agreed to between the parties.

In addition, if either party believes, as a direct result of changes to the Applicable Laws Respecting
COVID-19 after the effective date of this Contract, that it may encounter material issues or delays in the
performance of its obligations hereunder, which impact does not result from a breach by such party of
any Applicable Laws Respecting COVID-19 existing prior to the change in such laws and, in respect of the
Supplier, a breach of its obligations hereunder and more particularly, Section 10.2 of this Appendix E, it
will promptly inform the other party of same. The same procedure as that applicable to the force majeure
event shall apply to such change in Applicable Laws Respecting COVID-19.

5. SPECIAL CONDITIONS REGARDING ACCOMODATION CONTRACTS

5.1 INDEMNITY

In addition to the indemnity set forth in Section 11 of Appendix A, the Supplier assumes liability for loss or
damage to the property of Guests left in the Supplier if such loss or damage is due to the fault or
negligence of the Supplier.
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5.2 CHANGE IN OWNERSHIP AND HOTEL CLOSING

In the event of a change in ownership of the Supplier, VIA is to be notified a minimum of SIXTY (60) days in
advance of the proposed change. The terms of this Contract will be binding on the new owner of the
Supplier. Notwithstanding the foregoing, VIA reserves the right to invoke termination of the Contract as a
result of the proposed change.

In the event that the Supplier is closed on a permanent or temporary basis, the Supplier shall provide VIA
with a 6-month prior written notice. If the Supplier fails to provide such notice, it shall reimburse to VIA
the amount paid by VIA to the Supplier for the last 2 months or VIA may deduct such amount from any
amount due or to become due to the Supplier.

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APPENDIX F

SPECIAL CONDITIONS

This page is intentionally left blank

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APPENDIX G

SUPPLIER’S PROPOSAL

See attached document

CONFIDENTIAL VIA Rail Canada Inc./LS (May 2021)

VIA Supplier