Fire Dispatch and Communications Services Agreement

FIRE DISPATCH AND COMMUNICATIONS SERVICES AGREEMENT

THIS AGREEMENT is made as of the ______ day of __________________, ________.

BETWEEN:

THE TOWN OF VIEW ROYAL 45 View Royal Avenue Victoria, B.C. V9V 1A6

(hereinafter called "VIEW ROYAL") OF THE FIRST PART

AND:

THE CORPORATION OF THE DISTRICT OF SAANICH 770 Vernon Avenue Victoria, B.C. V8X 2W7

(hereinafter called "Saanich") OF THE SECOND PART

WHEREAS

A. View Royal and Saanich are both local governments under the provisions of the Community Charter, S.B.C. c.26;

B. View Royal and Saanich have the corporate power to enter into agreements respecting the provision of municipal services pursuant to the Community Charter, S.B.C. 2003, c. 26;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises exchanged herein, and for other good and valuable consideration, the parties agree as follows:

1.0 Definitions

1.1 In this Agreement:

(a) "Automatic Aid Agreement" means Fire Department assistance dispatched automatically pursuant to an aid agreement between two communities or fire districts.

(b) "CAD" means the Computer Aided Dispatch System maintained and used by the Saanich Fire Department;

(c) "View Royal Duty Call-Out Officer" is the management officer of the View Royal Fire Department designated to be on call for a specified time;

(d) "FDM" means the Fire Management Software program utilized by the Saanich Fire Department;

(e) "FDM Module" means the individual modular component tools making up the composition of the FDM software program;

(f) "Fire Dispatch and Communication Services" includes the services described in section 3.1;

(g) "Fire Dispatch Centre" means the fire dispatch centre maintained by the Saanich Fire Department;

(h) "Mutual Aid Agreement" means an agreement between one or more local governments under which fire fighting and other resources are provided in the event of an emergency;

(i) "Public Safety Answering Point (PSAP)" means a call center responsible for answering calls to an emergency telephone number for police, fire, and emergency medical services.

(j) "RMS" means the Fire Records Management System used by the Saanich Fire Department;

(k) "Secondary Service Answering Point (SSAP)" means a Fire Department or Emergency Medical Service Communication Centre that assists a 9-1-1 Public Safety Answering Point (PSAP) with the dispatching of Fire and Emergency Medical Service resources.

(l) "Victoria Operational Communications Centre (V.O.C.C.)" means the Communication Centre operated by the Royal Canadian Mounted Police for receiving and processing 9-1-1 Emergency Response Telephone calls as a Public Safety Answering Point as designated by the Capital Regional District.

(m) "Term" means the term of this Agreement as provided for under Section 2.1.

2.0 TERM

2.1 This Agreement is for a five year term commencing on June, 1, 2012, and terminating on May, 31, 2017, subject to early termination in accordance with this Agreement.

2.2 Nothing in this Agreement shall be interpreted as imposing any liability or obligation on the part of either Saanich or View Royal until the commencement of the Term, as established under section 2.1.

3.0 FIRE DISPATCH AND COMMUNICATIONS SERVICES

3.1 Throughout the Term, Saanich will provide View Royal with fire dispatch and communications services including the following:

(a) 911 emergency calls for fire department assistance that originate in the District of View Royal will be received and processed by the Victoria Operational Communications Centre and forwarded to the Fire Dispatch Centre;

(b) the Fire Dispatch Centre will utilize its CAD system to initiate reporting and data transfer to dispatch the call to the View Royal Fire Department with voice confirmation;

(c) after the initial dispatch, the Fire Dispatch Centre will provide full incident command support to the View Royal Fire Department, including the call out of additional resources specific to the incident (including through operational guidelines and Mutual or Automatic Aid Agreements) where required by the View Royal Fire Department. The responsibility of Saanich for the call out of View Royal Fire Department personnel additional to those on shift shall be limited to a single point of contact or page out as mutually agreed to by the parties.

(d) non emergency telephone answering and duty paging service during normal office silent hours for the City of View Royal. To minimize impact on dispatch operations, View Royal will maintain a public information and voice messaging system attached to its business telephone line as a first point of contact for after hours Fire Department public information and contact procedures.

3.2 Saanich will provide fire dispatch and communications services under this Agreement in accordance with the standards utilized by the Saanich Fire

Department, unless a variance of such standards is mutually agreed between the parties.

3.3 Saanich will provide at the Fire Dispatch Centre all equipment, computer software, and personnel necessary for the provision of fire dispatch and communications services under this Agreement. Saanich will ensure all personnel who participate in providing these services are fully trained in accordance with the Alarm Dispatcher training standards and curriculum adopted by the Saanich Fire Department. View Royal will on its premises provide all computer hardware and other equipment needed in order to maintain the required service link with the Fire Dispatch Centre.

3.4 Saanich will provide View Royal with access to the FDM computer aided dispatch module, personnel module, property module, and incidents module, to facilitate fire dispatch, records management, and reporting functions. Saanich will provide additional FDM modules to View Royal subject to discussion and agreement between the parties relating to transitional fees as agreed to.

3.5 View Royal will provide to Saanich regular data updates, electronic or otherwise formatted, so that Saanich may ensure that the FDM system data base is current and compatible with the most recent FDM software version release. Such data updates will include but are not necessarily limited to View Royal property and business profile information, property reference contact information, street and hydrant location, and GIS mapping data. View Royal will be responsible for the general input and updating of all routine property profile and reference updates, all incident property links, and final review of emergency incident data prior archiving. Standards for data input, management and storage shall be those reasonably established and followed by the Saanich FDM system administrator. Saanich will provide View Royal with the necessary data management support to ensure that system performance standards are met and that system security and data integrity are maintained.

3.6 Saanich will retain all voice recordings of requests for emergency assistance received from within View Royal for a period of two (2) years or such longer time as may be required by law. Saanich will retain all 911 and other records normally kept by it under its own operating procedures in relation to the fire dispatch and communications services for a period of two (2) years or such longer time as may be required by law. All records and data maintained by Saanich will be stored in a secured area, and access to those records and data will be given to duly authorized personnel of the View Royal Fire Department.

4.0 MOBILE COMPUTER AIDED DISPATCH TECHNOLOGY

4.1 Saanich may, at View Royal's request, provide CAD mobile workstations to View Royal as an enhancement to the services provided by Saanich under the Fire Dispatch Agreement.

4.2 The provision of CAD mobile workstations equipment provided by Saanich is limited to the following:

• One Mobile data CPU and 12" touch screen display
• Intergraph i/Mobile client software
• One Vehicle full mount management system and installation

4.3 The following additional mobile workstation equipment as specified by Saanich is the responsibility of View Royal:

• Wireless compatible modem
• Compatible antenna(s)
• GPS Mount

4.4 The annual fee for a CAD mobile workstation is $4990.00 per unit and is subject to change based on increases in annual maintenance and operating costs. The fee will be prorated, by month, for the year of installation and the final year of the term of the Fire Dispatch Services Agreement. Fees for the workstation will be billed in conjunction with Fire Dispatch Service Agreement amounts, and are due and payable within 30 days from the date of the invoice.

4.5 Saanich will maintain a schedule of replacement for mobile workstation devices consistent with the standards endorsed by the E-Comm Fire CAD User Committee.

4.6 Monthly wireless network connectivity fees and related one-time charges for mobile work stations are the sole responsibility of View Royal. Saanich may if requested assist and negotiate with local wireless exchange carriers on behalf of View Royal to secure preferred client pricing and competitive rates.

4.7 CAD Mobile workstation maintenance and support services provided by Saanich are limited to software upgrades, testing, deployment of new images and updating of data and configuration files. Saanich is not responsible for any software or hardware conflicts arising from third-party software applications or user equipment installed or attached to any mobile workstation device. Problem analysis, debugging and resolution for application and interface components will be considered an additional service and will be billed at current Saanich Fire technical staff hourly rates.

5.0 FEES

5.1 During the Term of this Agreement View Royal will pay to Saanich the following annual fees and applicable taxes, payable in advance of the commencement date for each year of the term, for the provision of fire dispatch and communications services under this Agreement:

(a) for the first year of the Term ending May 31, 2013 the sum of $54,584;

(b) for the second year of the Term ending May 31, 2014 the sum of $56,495;

(c) for the third year of the Term ending May 31, 2015 the sum of $58,472;

(d) for the fourth year of the Term ending May 31, 2016 the sum of $60,519;

(e) for the fifth year of the Term ending May 31, 2017 the sum of $62,637.

6.0 EQUIPMENT REQUIREMENTS

6.1 During the Term of this Agreement, View Royal will reimburse Saanich for any other costs incurred in relation to additional fire dispatch and communications services not specifically provided under this agreement.

7.0 INDEMNITY

7.1 Saanich agrees that it will indemnify and save harmless View Royal from and against any claims, suits, actions, causes of actions, costs, damages or expenses of any kind that result from:

(a) the negligence of Saanich and its employees, contractors and agents in the provision of fire dispatch and communications services; or

(b) a breach of this Agreement by Saanich.

7.2 View Royal agrees that it will indemnify and save harmless Saanich from and against any claims, suits, actions, causes of actions, costs, damages or expenses of any kind that result from:

(a) the negligence of View Royal and its employees, contractors and agents;

or

(b) a breach of this Agreement by View Royal.

8.0 LIMITATION OF LIABILITY

8.1 Neither Saanich nor any of its officers or employees shall be liable to View Royal or any owner or occupier of property in View Royal for any loss or damage caused by the failure of Saanich or its officers or employees to provide services under this contract or the breakdown or malfunction of Saanich equipment unless such failure, breakdown or malfunction was the result of a deliberate act or negligence of a Saanich officer or employee.

9.0 DEFAULT AND EARLY TERMINATION

9.1 If either party is in breach of this Agreement, and the breach is not corrected within 30 days after notice of the breach provided to that party, the party not in breach may terminate this Agreement.

9.2 By notice in writing delivered to the other party not later than November 30th in any of the years 2013, 2014 or 2015, either View Royal or Saanich may elect to terminate this Agreement for the remainder of the term, in which case the arrangement for Services provided hereunder shall be terminated effective May 31st of the subsequent calendar year. In the event of early termination under this provision, the fees to be paid by View Royal under section 4.1 for the year of the Term in which such termination takes effect shall be pro-rated.

10.0 GENERAL PROVISIONS

10.1 Notice

It is hereby mutually agreed that any notice required to be given under this agreement will be deemed to be sufficiently given if:

(a) delivered at the time of delivery; and

(b) mailed from any government post office in the province of British Columbia by prepaid registered mail addressed as follows:

if to View Royal:

45 View Royal Avenue Victoria, BC V9B 1A6 Attention: Corporate Administrative Officer

if to Saanich:

770 Vernon Avenue Victoria, B.C. V8X 2W7 Attention: Municipal Clerk

Unless otherwise specified herein, any notice required to be given under this Agreement by any party will be deemed to have been given if mailed by prepaid registered mail, or sent by facsimile transmission, or delivered to the address of the other party set forth on the first page of this Agreement or at such other address as the other party may from time to time direct in writing, and any such notice will be deemed to have been received if mailed or faxed, 72 hours after the time of mailing or faxing and, if delivered, upon the date of delivery. If normal

mail service or facsimile service is interrupted by strike, slow down, force majeure or other cause, then a notice sent by the impaired means of communication will not be deemed to be received until actually received, and the party sending the notice must utilize any other such services which have not been so interrupted or must deliver such notice in order to ensure prompt receipt thereof.

10.2 Time

Time is to be of the essence for this Agreement.

10.3 Binding Effect

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors, and permitted assignees.

10.4 Waiver

The waiver by a party of any failure on the part of the other party to perform in accordance with any of the terms or conditions of this Agreement is not to be construed as a waiver of any future or continuing failure, whether similar or dissimilar.

10.5 Headings

Section and paragraph headings are inserted for identification purposes only and do not form part of this Agreement.

10.6 Language

Wherever the singular, masculine and neuter are used throughout this Agreement, the same is to be construed as meaning the plural or the feminine or the body corporate or politic as the context so requires.

10.7 Cumulative Remedies

No remedy under this Agreement is to be deemed exclusive but will, where possible, be cumulative with all other remedies at law or in equity.

10.8 Law Applicable

This Agreement is to be construed in accordance with and governed by the laws applicable in the Province of British Columbia.

10.9 Relationship of Parties

No provision of this Agreement shall be construed to create a partnership or joint venture relationship, an employer-employee relationship, a landlord-tenant or a principal-agent relationship.

10.10 Amendment

This Agreement may not be modified or amended except by the written agreement of the parties.

10.11 Integration

This Agreement contains the entire agreement and understanding of the parties with respect to the matters contemplated by this Agreement and supersedes all prior and contemporaneous agreements between them with respect to such matters.

10.12 Survival

All representations and warranties set forth in this Agreement and all provisions of this Agreement, the full performance of which is not required prior to a termination of this Agreement, shall survive any such termination and be fully enforceable thereafter.

10.13 Notice of Violations

Each party shall promptly notify the other party of any matter which is likely to continue to give rise to a violation of its obligations under this Agreement.

10.14 Settlement

The parties acknowledge that they have a common goal of providing public service and will attempt to settle any differences arising in the administration of this Agreement amicably through discussion in good faith with a view to providing quality public service at a reasonable cost.

10.15 Dispute Resolution Process

(a) If there is any dispute arising out of or relating to this Agreement and the services provided , then the parties will use reasonable good faith efforts to resolve such dispute, first by direct negotiation and then, if that is not successful, by mediation with a neutral third party mediator acceptable to both parties. Each party will bear its own costs and expenses in connection with any mediation and all costs and expenses of the mediator will be shared equally by the parties. Any dispute arising out of or relating to this Agreement that is not settled by agreement between the parties within a reasonable time through direct negotiation first and mediation second will then be settled exclusively by binding arbitration by a single arbitrator.

(b) The location of the arbitration will be Victoria, British Columbia. The arbitration will be governed by the Commercial Arbitration Act (British Columbia). The arbitrator will be selected and the arbitration will be conducted in accordance with the British Columbia Domestic Commercial Arbitration Rules (the "Rules"), except that the provisions of this Agreement will prevail over the Rules. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise each bear their respective costs incurred in connection with the arbitration. Depositions will not be allowed, but information may be exchanged by other means. The parties will use their best efforts to ensure that an arbitrator is selected promptly and that the arbitration hearing is conducted no later than three (3) months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute if it were litigated in court. This requirement does not, however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the arbitrator will issue an award and a separate written decision which summarizes the reasoning behind the award and the legal basis for the award. The arbitrator will not:

i. impose liability excluded by the terms of this Agreement; ii. award damages excluded by the terms of this Agreement; iii. award damages in excess of the amount, if any, limited by the terms of this Agreement; or

iv. except as otherwise permitted by the terms of this Agreement, require one party to pay another party's costs, fees, attorney's fees or expenses.

The award of the arbitrator will be final and binding on each party. Judgment upon the award may be entered in any court of competent jurisdiction.

(c) Exception. The dispute resolution procedures described in Section 10.15 are the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement, except that: (a) Saanich may commence an action against View Royal for non-payment of any amount owing under this Agreement without having to commence or complete the dispute resolution procedures described in Section 10.1, and (b) either party may seek preliminary or temporary injunctive relief from a court if, in that party's sole judgment, such action is necessary to avoid irreparable harm or to preserve the status quo. If a party seeks judicial injunctive relief as described in paragraph (b) of this Section, then the parties will continue to participate in good faith in the dispute resolution procedures described in Section 10.1. The parties agree that no court which a party petitions to grant the type of preliminary or temporary injunctive relief may award damages or resolve the dispute.

IN WITNESS WHEREOF the parties hereto have set their hands and seals as of the day and year first above written.

Executed by THE TOWN OF VIEW ROYAL ) this ______ day of __________________, 2012: ) ) ) _________________________________________ ) Mayor ) ) _________________________________________ ) Corporate Administrator )

Executed by THE CORPORATION OF ) THE DISTRICT OF SAANICH this ______ day ) of __________________, 2012: ) ) ) _________________________________________ ) Mayor ) ) _________________________________________ ) Municipal Clerk )