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;Citq Report To
Council
PICKERING Report Number: CS 13-10
Date: May 17, 2010
96
From: Gillis A. Paterson
Director, Corporate Services & Treasurer
Subject: Fire Dispatch - Amalgamation with the Town of Ajax
Recommendation:
1. That Report CS 13-10 of the Director, Corporate Services & Treasurer be
approved and received;
2. That the Mayor and Clerk be authorized to sign an agreement between the City of
Pickering and the Town of Ajax, in a form essentially as attached to this report,
acceptable to the Chief Administrative Officer, the Director of Operations &
Emergency Services, the Fire Chief and the Director, Corporate Services &
Treasurer, to provide for the establishment, maintenance and operation by the
Town of Ajax of a centralized communications system for emergency response
purposes providing Dispatch services to Pickering Fire Services;
3. That the Director, Corporate Services & Treasurer be authorized to enter into
agreements with CriSys Limited, either directly or through the existing agreement
with the Town of Ajax, to provide emergency Dispatch communications systems,
including future renewals, extensions, upgrades, replacements and service
agreements;
4. That, notwithstanding the Purchasing Policy, the Director, Corporate Services &
Treasurer or designate, Manager, Supply & Services, be authorized to issue
Purchase Orders and/or enter into agreements to single source with service,
systems, and hardware suppliers required to provide emergency Dispatch,
emergency notification and other related functions including .911, communications
between Fire Halls, and call-out notifications for Fire Services in the City of
Pickering, including future renewals, extensions, upgrades, replacements and
service agreements;
5. That the Chief Administrative Officer, the Director, Operations & Emergency
Services, the Director, Corporate Services & Treasurer and any other appropriate
staff be authorized to sign any other documents required to complete the
amalgamation and ensure the ongoing operations including the transfer of
equipment and staff from Pickering to Ajax;
6. That the 2009 Capital Budget provision of $444,000 for the amalgamation of Fire
Dispatch with Ajax funded by the Investing in Ontario Grant, be increased to
$700,000 with the additional funding to be provided by the same grant;
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Report CS 13-10 May 17, 2010
Subject: Fire Dispatch - Amalgamation with the Town of Ajax Page 2
97
7. That the Director, Corporate Services & Treasurer be authorized to pay all costs
associated with the amalgamation of Fire Dispatch Services, including those
above, with funding to be provided by the Investing in Ontario Grant as approved
in the 2009 Capital Budget, and in this report, and to pay any additional costs from
this grant or from funds identified by the Treasurer at year-end as being available;
and,
8. That the appropriate officials at the City of Pickering be given authority to give
effect thereto to complete the amalgamation and ongoing operation of Fire
Dispatch services of the City with those of the Town of Ajax.
Executive Summary: The following is a brief background to this undertaking. The
Fire Headquarters building was first occupied around 1968. At that time Dispatch and
communications equipment consisted of land line telephones. In the late 1980s, with
the advent of the 911 service being brought into Durham, that equipment was replaced
and tape recording equipment for this Dispatch calls was included. That equipment is
approximately 23 years old, the technology is antiquated, not serviceable and parts are
no longer available. Therefore, the City of Pickering does not have the luxury of waiting
until a new Fire Headquarters is built. This amalgamation of Dispatch with Ajax is the
only solution available, as Council has recognized and approved in principal over the
last years. Knowing the current and forthcoming problems with the equipment,
approximately 12 years ago the CAO entered into discussions with the former CAO of
Whitby regarding a potential amalgamation of Fire Dispatch with these two
municipalities and Ajax. These discussions did not succeed for financial reasons and
Council asked the CAO to initiate discussions with the former CAO of Ajax.
Pickering's equipment not only must be replaced but additional staff need to be hired
due to population growth over the last decade. Pickering does not have the room in its
current Dispatch room so significant additional space would be required. This can only
be accommodated in a new Fire Headquarters that has.been the subject of some
discussion over the years. However, the land to build it on still has to be acquired and a
building constructed, both of which would be very expensive and at least several years
away. The Operations Centre must be constructed first on land yet to be acquired.
The amalgamation of Dispatch is the only intermediate step available.
In the meantime, Ajax has constructed a new Fire Headquarters that includes a fully
equipped and staffed Dispatch Centre. They have offered to provide Fire Dispatch
services for Pickering Fire Services and Pickering will share in the equipment and
operating costs. The arrangements with Ajax will solve Pickering's immediate problems.
The costs will be significant, currently estimated at $700,000, however, the costs
avoided: buying new equipment, hiring more staff on our own; together with the costs
postponed: the acquisition of land and the multi-million dollar construction of a new
headquarters; make the business case for this arrangement. There is no other option
available. Furthermore, Ajax is not proposing to charge Pickering for a proportionate
Report CS 13-10 May 17, 2010
Subject: Fire Dispatch - Amalgamation with the Town of Ajax Page 3
98
share of the capital cost of the Fire Dispatch facility as Whitby was, only the share of the
equipment, staffing and operating costs. Moreover, the joint Dispatch equipment, the
alerting system within our Fire halls and the communications equipment will now be the
same as the other lakeshore municipalities in Durham. j
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These discussions have continued to this day with Ajax's current CAO leading to the
pending amalgamation of Pickering's Fire Dispatch with that of Ajax. Progress continues
to be made in the complete processing amalgamation of Fire Dispatch services of the
City with those of the Town of Ajax. This rather intensive process was first considered
several years ago and again in early 2008. In December 2008, after much initial
discussion and consideration the CAO had Fire Services prepare a presentation at an
In-Camera meeting of Council. Council passed the following Resolution:
"That Council approve in principle to continue with the negotiations for the Joint
amalgamation of Fire & Emergency Services Dispatch Centres between the Town
of Ajax and the City of Pickering."
As discussions between Ajax and Pickering continued Council approved the project in
the 2009 Capital Budget in the amount of $444,000 being the known costs at that time.
As discussions continued both internally and externally, additional costs were identified.
The CAO continues to oversee all aspects of this endeavour and it is now appropriate to
seek Council's approval to single source certain aspects of this work with Ajax's service
provider, CriSys Limited, and to pay for that work as provided for in the 2009 Capital
Budget. Ajax has already purchased their equipment and Pickering needs to either pay
its share of these costs or pay directly to the same service provider. Other supplier's
equipment purchases will be identified and single sourced. The City needs to authorize
the Director., Corporate Services & Treasurer, in conjunction with the CAO and the
Director, Operations & Emergency Services to sign agreements and pay for goods and
services, in order to bring this exercise to a successful conclusion in 2010.
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Financial Implications: The 2009 Capital Budget as approved by Council contained
a provision of $444,000, to be funded by a Provincial grant, Investing in Ontario, to
provide for the amalgamation of the two .Fire Dispatch services. This grant, distributed
by the Province to all Ontario municipalities in the fall of 2008, came from the Provincial
budget surplus. This grant had no conditions on the use of the $3,912,528 provided
that it only be spent on capital projects. The sum of $350,000 was used for the
Dunbarton Pool and the 2009 Capital Budget included almost $2.1 million of this grant
funding for various approved projects. The 2010 Capital Budget included $555,000 of
funding from this grant which included $444,000 for Fire Dispatch Amalgamation.
There is approximately $940,000 that was anticipated to be used in the 2011 Capital
Budget. However, given the importance of the amalgamation to the City and its
residents it was felt that the additional funding required of approximately $256,000
should come from the same grant. This will leave approximately $684,000 of this grant
for the 2011 Capital Budget.
Report CS 13-10 May 17, 2010
Subject: Fire Dispatch - Amalgamation with the Town of Ajax Page 4
99
Ajax has already purchased much of the required equipment and Pickering must pay
Ajax for its share of those costs. Other costs will be incurred by Ajax to be shared with
Pickering and the City will also be incurring some costs on its own. Ajax has gone
through its process and selected service providers and Pickering must contract with
these same companies.
Now that all the necessary equipment related to the amalgamation is believed to have
been identified, including replacing old equipment within and between the City's
Firehalls, an increase in the original estimates as follows is required:
Costs included in 2009 Budget
CriSys Computer Aided Dispatch & Records $184,000
Management System
Initial Data Transfer 20,000
MOSCAD Radio Alerting System 240,000
$444,000
Additional Costs not previously identified:
Paging System Upgrade $129,000
(4 stations) (1)
Fibre Connection Pickering to Ajax (1)
Additions to Computer Aided 25,000
Dispatch System (Pickering's share)
Maintenance on Pickering's Share of
CriSys Software 35,000
Fibre connection to between Pickering and 52,000
Ajax
Contingency and Incidentals 15,000
$256,000
$700,000
(1) Further review will be undertaken to confirm need prior to actual expenditure taking
place
While it is not anticipated at this time, should costs exceed the revised estimate, the
Director, Corporate Services & Treasurer will identify other funds that could be used to
complete this exercise and ensure complete and modern notification and
communication capabilities are available for Fire Services and to ensure completion of
the amalgamation of Fire Dispatch.
Sustainability Implications: This report does not contain any sustainability
implications.
Report CS 13-10 May 17, 2010
Subject: Fire Dispatch - Amalgamation with the Town of Ajax Page 5
100
Background: At its in-camera meeting of December 16, 2008, Council received a
presentation on the amalgamation of Pickering's Fire Dispatch services with those of
Ajax. Council will recall that the main consideration in this presentation were the
necessity of upgrading the City's aging Dispatch system, the benefits and the costs
avoided by amalgamating the City's Dispatch service with the Town of Ajax. Ajax was
in the process of installing an entirely new system and had to be advised at that time of
Pickering's interest in such an amalgamation. Council approved the continuation of
negotiations with Ajax to this end. Subsequently, in the 2009 Capital Budget for Fire
Services, Council approved $444,000 for this purpose. Since that time the CAO has
been involved in extensive negotiations with his counterpart in Ajax and the Fire Chiefs,
and the City management staff have also been involved. Over the last months the
internal discussion has centered on HR issues. It is.now appropriate to proceed with
the technical aspects of the actual amalgamation in order to have it accomplished by
year-end.
The firm of CriSys Limited, a company with extensive expertise in this area, has been
engaged by Ajax to provide software and services for their Dispatch which will also
facilitate the amalgamation. It is in the City's best interest and only option to contract
with the same firm, whether through the Town of Ajax or on its own, depending on the
nature of the goods or services to be provided. The immediate task for CriSys and
Pickering will be the collection, verification and inputting of City data into the
amalgamated system.
The project of amalgamating the joint Dispatch centres is estimated to take 6 to 10
months just for accumulating and transferring Pickering-based data used by the
Dispatch Centre. It is Pickering's objective to complete this project before January 1,
2011. Pickering Fire Services states that CriSys Limited must be the sole source
provider of this project based upon Ajax's selection through its purchasing process.
Notwithstanding the City's Purchasing Policy, single sourcing, either in conjunction with
Ajax, or on its own by the City is necessary to ensure compatibility of equipments,
systems and data. For these reasons Pickering will not be seeking competitive bids but
instead will rely upon the process Ajax has already performed in its acquisitions of the
required hardware, software and systems. Pickering has to follow Ajax as it is their
Dispatch system.
CriSys Limited is presently the current provider of all computerized Dispatch services
within the lakeshore municipalities of the Region of Durham. Pickering Fire Services
must use the same provider in order to integrate our present data into the Ajax Fire
Services- computerized Dispatch system. There is also a cost savings opportunity to
participate in Ajax's existing contract with CriSys Limited. It is important that we
expedite our efforts in order to remain on target to complete this change over by
January 1, 2011.
Another example is the MOSCAD radio alerting system, station to station, that is
already used by Ajax, and several other Durham municipalities, and Pickering must
Report CS 13-10 May 17, 2010
Subject: Fire Dispatch - Amalgamation with the Town of Ajax Page 6
1
follow suit to match systems. Pickering's current alerting system is very old and needs
to be replaced anyway. For individual alerting for emergency purposes the City will be
switching from pagers to Blackberrys and cell phones through Wallace Wireless.
Some services, hardware or other goods will be provided by Ajax with the City paying its
share while others may be arranged and paid for directly by the City. This report has
been prepared in conjunction with the Director, Operations & Emergency Services, Fire
Services and the Manager, Information Technology.
Attachments:
1. Draft Agreement Between the City of Pickering and the Town of Ajax Providing for a
Centralized Emergency Response Communications System and Fire Dispatch
Services for the Two Municipalities
Prepared By: Approved/Endorsed By:
rl%
Gillis A. Paterson Gillis A. Paterson
Director, Corporate Services & Treasurer Director, Corporate Services & Treasurer
Approved/Endorsed By:
Everett Buntsma
Director, Operations & Emergency
Services
Copy: Chief Administrative Officer
Recommended for the consideration
`of Pickering City Counci`
Thomas J. Quinn, 1 MR, CAM
Chief Administrative Officer
ATTACHMENT#_,t_TO REPORT#15-8- (D
THIS AGREEMENT made this _ day of 20OX O
BETWEEN:
THE CORPORATION OF THE TOWN OF AJAX
("Ajax")
of the First Part
and -
THE CORPORATION OF THE CITY OF PICKERING
("Pickering")
of the Second Part
WHEREAS Section 5(1) of the Fire Protection and Prevention Act, 1997 (S.O. 1997, c. 21, Sch.
A, s.3, as amended) (the "Act") provides that a fire department shall provide fire suppression
services and may provide other fire protection services to a group of municipalities;
AND WHEREAS the Act defines "fire protection services" as including communication and the
delivery of communications;
AND WHEREAS subsection 116(1) of the Municipal Act, 2001 (S.O. 2001 c. 25, as amended)
provides that a municipality may establish, maintain and operate a centralized communication
system for emergency response purposes and whereas Ajax does maintain such a system;
AND WHEREAS Ajax's Municipal Council has passed By-law No. to establish,
maintain and operate a centralized communication system for emergency response purposes
providing fire dispatch services for both the Ajax Fire and Emergency Services and Pickering
Fire Services serving the geographic areas under the jurisdiction of Ajax and Pickering
respectively, subject to the terms of this AGREEMENT, and to authorize the Mayor and Town
Clerk to execute this AGREEMENT on behalf of Ajax;
AND WHEREAS Pickering's Municipal Council has passed By-law No. approving
the establishment, maintenance and operation by Ajax of a centralized communication system
for emergency response purposes providing dispatch services to Pickering Fire Services, subject
to the terms of this AGREEMENT and to authorize the Mayor and City Clerk to execute this
AGREEMENT on behalf of Pickering;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
premises, other good and valuable consideration (the receipt and sufficiency of which each of the
parties hereby acknowledge) and the mutual convenience and agreements hereinafter contained,
the parties hereto covenant and agree as follows:
Section 1 Interpretation
1.1 Wherever a term set out below appears in the text of this AGREEMENT in capital letters,
the term shall have the meaning set out for it in this Section 1.
(a) AGREEMENT means this agreement, including its recitals, schedules and appendices,
which form an integral part of it, as amended from time to time.
(b) AJAX FIRE AND EMERGENCY SERVICES means the Fire Department as
established and/or maintained by Ajax under the Act.
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(c) CAD means the CriSys Computer Aided Dispatch system or its successor or
replacements as determined by Ajax.
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(d) CAPITAL COSTS means the actual cost to Ajax to provide any equipment used in the
provision of the DISPATCH SERVICES acquired after the EFFECTIVE DATE.
(e) COMMUNICATION CENTRE means the AJAX FIRE AND EMERGENCY
SERVICES dispatch centre.
(f) CONTRACT YEAR means the period between January 1 and December 31 except the
first CONTRACT YEAR means the period between the EFFECTIVE DATE and
December 31 of the same year.
(g) DISPATCH SERVICES means:
(i) the receipt of a request for the services of the PICKERING FIRE SERVICES or
any other emergency services with respect to a location or property within the
geographic boundaries of Pickering; and
(ii) the relaying of the request for services to the PICKERING FIRE SERVICES
and/or their personnel
from the COMMUNICATION CENTRE.
(h) EFFECTIVE DATE means 12:01 a.m. on the first day DISPATCH SERVICES are
provided by Ajax under this AGREEMENT.
(i) "EVENT OF DEFAULT" means a default of any party in the performance of any of its
obligations under this AGREEMENT which is not cured within the time permitted under
Section 6;
0) OPERATING COSTS means the actual cost to Ajax to provide the DISPATCH
SERVICES including the following:
i) All wages, benefits and pension(s), including but not limited to statutory pay,
recognition pay and overtime 'for all Dispatchers and the Communications
Officer;
ii) Mileage, Seminars and Education for all Dispatchers and the Communications
Officer;
iii) ' Uniforms and clothing for all Dispatchers and the Communications Officer;
iv) Books, subscriptions, publications, printing/copying/postage costs and office
supplies;
V) Costs payable under service contracts with Bell Canada, Motorola, CriSys and
Wilmac, or their successors or replacements or additional service contracts as
deemed necessary by Ajax;
vi) Costs to equip each dispatcher with the required equipment;
vii) Software and associated maintenance and support agreements, and;
viii) Insurance as set out in Section 4.1 of this Agreement.
(k) OPERATING POLICES AND PROCEDURES means the detailed manner of
receiving, recording and dispatching requests for DISPATCH SERVICES.
(1) PROPORTIONATE SHARE of a party means that fraction of the OPERATING
COSTS or the CAPITAL COSTS, or incurred liability (as provided for in subsection 4.2
hereof) as the context requires, which is equal to the base population from the latest
census adding the population growth based on the residential units projected for each
year over a five (5) to ten (10) year period with 3.5 people per projected residential unit.
(m) TAXES mean the Goods and Services Tax and Provincial Sales Tax, if applicable.
(n) PICKERING FIRE SERVICES means the Fire Department as established and/or .
maintained by Pickering under the Act.
(o) RUNNING ASSIGNMENTS means the predetermined selection of fire apparatus that
are to be dispatched to each emergency incident defined in the CAD, including both 04
electronic versions in CriSys and back-up hard copies.
Section 2 Dispatch Service Provision
2.1 As at the EFFECTIVE DATE Ajax will provide DISPATCH SERVICES to Pickering,
subject to and in accordance with the provisions of this AGREEMENT.
2.2 The staff provided by Ajax to perform its obligations under this AGREEMENT shall be
exclusively employees of Ajax. They shall not be deemed to be employees of Pickering
for any purpose.
2.3 Ajax shall provide all of the personnel, infrastructure, hardware and software necessary to
provide the DISPATCH SERVICES, the costs of which shall be included in
OPERATING COSTS or CAPITAL COSTS., as applicable.
2.4 Pickering will be responsible for providing Ajax with up-to-date addressing, geographic
information systems data and current RUNNING ASSIGNMENTS from time to time
respecting every property in the geographic area of Pickering in a format consistent with
the CAD.
2.5 Pickering will be responsible to provide and maintain all required telephone or data
connection(s) in each of its fire halls to connect with the computer server located in the
geographic boundaries of Ajax. Such costs shall not be included in OPERATING
COSTS OR CAPITAL COSTS and shall be the sole responsibility of Pickering.
2.6 Pickering will be responsible to provide and maintain current contact information for all
personnel to be dispatched by Ajax and, where paging or cellular systems are to be used
to contact individuals as provided by the OPERATING POLICIES AND
PROCEDURES, Pickering shall be responsible for providing and maintaining these
systems in good repair.
2.7 All software and hardware used in the provision of the DISPATCH SERVICES, and any
interest therein whether licensed or owned, is and shall remain the sole property of Ajax.
2.8 Pickering shall deliver to the COMMUNICATION CENTRE upon notice by Ajax the
following which are presently owned by Pickering:
i) Bramic "Vision 5" dispatch console;
ii) Motorola "CentraCom Gold Elite" dispatch consoles;
iii) All dispatch related 800 MHz Motorola dispatch equipment; and
iv) 24 hour dispatch chair.
2.9 Pickering will be responsible to provide and maintain all required MOSCAD, or its
successor or replacements as determined by Ajax, and station alerting equipment in each
of its fire halls. Such costs.shall not be included in OPERATING COSTS OR CAPITAL
COSTS and shall be the sole responsibility of Pickering.
2.10 Pickering will be provided remote electronic access to the CAD data and reporting tools
relating to the provision of DISPATCH SERVICES for the purposes of accessing their
records only. Pickering shall be responsible for maintaining the required electronic
connectivity and security to the satisfaction of Ajax.
2.11 Notwithstanding Section 2.10, the parties agree to meet approximately once every six (6)
months in order to review the DISPATCH SERVICES. Additionally, the Pickering Fire
Chief may make any inquiries, concerns, questions or requests for information arising
from the provision of DISPATCH SERVICES but such inquiries may be in writing and
addressed to the Ajax "Fire Chief depending on the scope of the request.
2.12 The implementation and operation of this AGREEMENT does not alter, impact or affect
any responsibilities relating to the ownership and operation of the shared 800 MHz radio
system.
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1 0 5 Section 3 Costs
3.1 Pickering shall pay Ajax its PROPORTIONATE SHARE of the OPERATING COSTS
for each CONTRACT YEAR, plus any TAXES that may be applicable.
3.2 Ajax shall for each CONTRACT YEAR estimate the OPERATING COSTS and
Pickering shall pay its PROPORTIONATE, SHARE, as so estimated, in quarterly
installments in advance on the first day of each quarter.
3.3 On or before sixty (60) days following determination of the OPERATING COSTS for a
CONTRACT YEAR, Ajax shall deliver to Pickering a statement of the actual
OPERATING COSTS for such CONTRACT YEAR and Pickering agrees to pay Ajax,
within sixty (60) days of delivery of such statement, the difference between its
PROPORTIONATE SHARE of the estimated OPERATING COSTS paid to Ajax
pursuant to paragraph 3.2 and its PROPORTIONATE SHARE of the OPERATING
COSTS and, where the amount so paid for the estimated OPERATING COSTS for the
CONTRACT YEAR was greater than Pickering's PROPORTIONATE SHARE of the
OPERATING COSTS, Ajax agrees that it shall reimburse Pickering the difference.
3.4 Ajax shall meet with Pickering no less than six (6) months in advance of any proposed
CAPITAL COSTS being incurred in order to permit Pickering to prepare accordingly.
3.5 On or before sixty (60) days following Ajax providing notice to Pickering of incurring a
CAPITAL COST, Pickering agrees to pay Ajax its PROPORTIONATE SHARE of the
said CAPITAL COST.
Section 4 Insurance and Limitation of Liability
4.1 Ajax agrees to maintain, at its sole expense, which expense shall not form a part of the
OPERATING COSTS unless there is an increase in the premium payable for such policy
as a result of the coverage available to Pickering, adequate general liability insurance in
an amount of not less than fifteen million dollars ($15,000,000) in which Pickering is
named as anadditional insured party with respect to the obligations expressed in this
AGREEMENT. The policy shall contain a waiver of subrogation clause as between the
parties and a cross liability clause in favour of the parties, as approved by both the parties,
acting reasonably. Notwithstanding the foregoing, where an increase in the premium for
the above insurance is charged or incurred by Ajax as a result of a claim pertaining to the
provision of the DISPATCH SERVICES, such an increase over the premium as it would
otherwise have been but for the said claim shall be deemed to be included in the
OPERATING COSTS and Pickering shall pays its PROPORTIONATE SHARE of that
increase.
4.2 The parties hereby agree that any and all liability resulting from all actions, suits, claims,
demands, losses, costs, charges and expenses arising out of actions, incidents, grievances
or investigations which occurred prior to the EFFECTIVE DATE against any party shall
remain the sole liability of that party, shall not be transferred hereunder and that party
shall wholly indemnify the other party with respect to any and all liability, including
defence and legal costs pertaining thereto.
Section 5 Temporary Withdrawal of Services
5.1 In the event of a labour shortage, strike, lock-out, labour dispute, power loss or
equipment failure which would prevent the provision of the DISPATCH SERVICES,
Ajax shall be excused from the performance of its obligations hereunder, but not its
obligations under Section 4, until the cause of the inability of Ajax to provide the
DISPATCH SERVICES is remedied, but subject to the remaining provisions of this
Section.
5.2 In the event that Ajax anticipates or actually does temporarily withdraw DISPATCH 06
SERVICES under this Section, Ajax shall provide notice of such withdrawal or
anticipated withdrawal to Pickering as soon as reasonably possible, including the reasons
therefore.
5.3 In the event that Ajax has temporarily withdrawn DISPATCH SERVICES under this
Section and cannot restore the provision of the DISPATCH SERVICES within five (5)
days following the date the services are first withdrawn, Pickering,shall be entitled to
terminate this AGREEMENT on five (5) days written notice to Ajax. Ajax shall be
entitled to payment for all DISPATCH SERVICES provided under this AGREEMENT to
the date of termination.
Section 6 Term and Termination and Default
6.1 This AGREEMENT shall come into force commencing on the EFFECTIVE DATE and
shall continue in force for a period of ten (10) years.
6.2 This AGREEMENT shall automatically renew for additional terms of five (5) years
unless either party provides written notice to the contrary not less than eleven (11)
months in advance of the last day of the then current term, in which case this
AGREEMENT shall terminate on the last day of the then current term. Ajax shall be
entitled to payment for all OPERATING COSTS and CAPITAL COSTS under this
AGREEMENT to the date of termination. Where the determination of OPERATING
COSTS and/or CAPTIAL COSTS is not made until after the termination of this
AGREEMENT the obligation of Pickering to pay its PROPORTIONATE SHARE and
the obligations of the parties set out in Section 4.2 shall survive the termination of this
AGREEMENT.
6.3 Notwithstanding termination of this AGREEMENT, Ajax covenants and agrees to
maintain all accounts and records with respect to the provision of the DISPATCH
SERVICES for not less than seven (7) years following such termination and to make the
same available for examination and/or copying by Pickering on request during regular
business hours at the administrative offices of Ajax.
6.4 The requirement to maintain insurance in accordance with subsection 5.1 shall continue
for not less than two (2) years following termination of this AGREEMENT, and may
continue longer with the mutual consent of the parties.
6.5 In the event of the occurrence of an EVENT OF DEFAULT by or with respect to any
party (the party committing such default hereinafter referred to as the "Defaulting Party"
and the other party being referred to for the purposes of this Article as the "Non-
Defaulting Party"), the Non-Defaulting Party shall have the right to give the Defaulting
Party a notice of an EVENT OF DEFAULT specifically setting forth the nature of the
default and stating that the Defaulting Party shall have a period of 30 days to cure such
EVENT OF DEFAULT or (in the case of an EVENT OF DEFAULT which cannot be
cured within such 30 day period) such longer period as may be reasonably necessary to
cure such EVENT OF DEFAULT if the Defaulting Party commences to cure such default
within such 30 day period and thereafter diligently proceeds with such curative efforts.
107
6.6 If the Defaulting Party does not cure or diligently proceed to cure any EVENT OF
DEFAULT specified in the notice of default referred to in subsection 6.5 within the
period referred to therein, the Non-Defaulting Party shall have the right until the
Defaulting Party is no longer in default under this Agreement, to:
a) bring any proceedings in the nature of specific performance, injunction or
other equitable remedy, it being acknowledged by each of the parties
hereto that damages at law may be an inadequate remedy for a default or
breach of this AGREEMENT;
b) remedy such EVENT OF DEFAULT and any other default of the
Defaulting PARTY under this AGREEMENT and the Non-Defaulting
Party shall be entitled on demand to be reimbursed by the Defaulting Party
for any monies expended to remedy any such EVENT OF DEFAULT and
any other expenses (including legal fees on a solicitor and client basis)
incurred by such Non-Defaulting Party (and to bring any legal proceedings
for the recovery thereof), together with interest at 10% per annum,
calculated and compounded monthly;
C) bring any action at law as may be necessary or desirable in order to
recover damages;
d) in the EVENT OF DEFAULT by Pickering, suspend the provision of
DISPATCH SERVICES; and/or
e) terminate this AGREEMENT.
Section 7 Notice
7.1 Any notice under this AGREEMENT shall be in writing and shall be served personally or
by regular mail or facsimile transmission upon each of the parties at the following
addresses:
The Corporation of the Town of Ajax
65 Harwood Avenue South
Ajax, Ontario LIS 2H9
Attention: Town Clerk
The Corporation of the City of Pickering
1 The Esplanade
Pickering, Ontario LI V 6K7
Attention: City Clerk
Receipt of notice shall be deemed on:
(a) the date of actual delivery of a hand delivered document on the last party to be
provided with the notice; or
(b) the business day next following the date of facsimile transmission; or
(c) five (5) days following the date of mailing of the notice;
whichever is applicable.
Any party may change its address for notice by giving notice of change of address
pursuant to this Section.
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Section 8 General
8.1 Ajax shall keep proper and detailed accounts and records in accordance with generally
accepted accounting practices of all factors entering into the computation of the amounts
payable pursuant to this AGREEMENT and maintain same for no less than seven (7)
years following"each CONTRACT YEAR to which the accounts and records relate.
Pickering may during regular business hours at the offices of Ajax, upon giving
reasonable notice and at Pickering's sole expense, audit and inspect all accounts, records,
receipts, vouchers and, other documents relating to the provision of the DISPATCH
SERVICES and shall have the right to make copies and take extracts at its own expense.
Ajax shall afford all reasonable facilities, physical and otherwise, for such audits and
inspections.
8.2 The parties hereto shall with reasonable diligence do all such things and provide all such
reasonable further assurances as may be required to fulfill their obligations pursuant to
this AGREEMENT. Each party agrees to provide whatever further documents or
instruments may be considered by the other parties to be reasonably necessary or
desirable to effect the purpose of this AGREEMENT and carry out its provisions at any
time during the currency of this AGREEMENT.
8.3 In the event that any covenant or term of this AGREEMENT should at any time be held
by any court or competent tribunal to be void or unenforceable, then the AGREEMENT
shall not fail, but the covenant, provision or term shall be deemed to be severable from
the remainder of this AGREEMENT, which shall otherwise remain in full force and
effect.
8.4 No party or parties shall call into question, directly or indirectly, in any proceedings
whatsoever in law or in equity or"before a court or any administrative tribunal, the right
of the parties or any of them to enter into this AGREEMENT or the enforceability of any
"term, agreement, provision, covenant and/or condition contained in this AGREEMENT,
and this clause may be pleaded as an estoppel as against any such party in any
proceedings.
8.5 Subject to the requirements of the Municipal Freedom of Information and Protection of
Privacy Act, (Ontario) (or successor legislation), Ajax shall give Pickering a quarterly
written record of any complaints received respecting the DISPATCH SERVICES
provided to Pickering during the previous quarter and how each has been responded to or
dealt with by Ajax.
8.6 Subject to the requirements of the Municipal Freedom of Information and Protection of
Privacy Act, (Ontario) (or successor legislation), the parties shall not divulge any
information of which they have knowledge to be confidential whether communicated to
or acquired by them in the course of carrying out the obligations or roles provided
pursuant to this AGREEMENT. No such information shall be used by either party in any
way without the approval of the other party.
8.7 Ajax and Pickering will comply with all applicable legislation in performing its
obligations under this AGREEMENT.
8.8 This AGREEMENT contains the entire agreement between the parties with respect to the
provision of the DISPATCH SERVICES and it is agreed that there is no covenant,
promise, agreement, condition precedent or subsequent, warranty or representation or
understanding, whether oral or written, other than as set forth in this AGREEMENT with
respect to the subject matter of this AGREEMENT.
8.9 No supplement, amendment or waiver of or under this AGREEMENT (excepting notice
of change of address as contemplated in Section 8) shall be binding unless executed in
writing by the party or parties to be bound thereby and no waiver by a party of any
provision of this AGREEMENT shall be deemed or shall constitute a waiver of any other
provision or a continuing waiver unless otherwise expressly provided.
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8.10 This AGREEMENT shall not be construed as creating a joint venture between Ajax and
Pickering.
8.11 This AGREEMENT cannot be assigned to another party without the written consent of
both parties. Ajax shall not subcontract the provision of DISPATCH SERVICES under
this AGREEMENT to any third party without the prior written consent of Pickering.
8.12 The parties shall act co-operatively in good faith, and with expedition in implementing
the intent of this AGREEMENT.
8.13 The parties agree to review this AGREEMENT from time to time, but in any case not
less than once every five (5) CONTRACT YEARS, to determine whether the method of
calculating PROPORTIONATE SHARE remains reasonably equitable and, in the event
both parties agree, the definition of PROPORTIONATE SHARE shall be amended.
8.14 This Agreement shall enure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns.
IN WITNESS WHEREOF each of the parties hereto has affixed its corporate seal by the hands
of its proper officers on the date inscribed on the first page of this Agreement.
THE CORPORATION OF THE
TOWN OF AJAX
)Mayor
)Clerk
THE CORPORATION OF THE
CITY OF PICKERING
)
)Mayor
)Clerk .
I