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HomeMy WebLinkAboutResolutions - 1992.04.01 - 19325•.4 MISCELLANEOUS RESOLUTION #92052 BY: PUBLIC SERVICES COMMITTEE, JOHN MCCULLOCH, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - APPROVAL OF DRAGOON ARMORED VEHICLE USAGE CONTRACT WITH AV TECHNOLOGY TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS AV Technology manufactures an armored vehicle called a Dragoon, and has offered to allow the Oakland County Sheriff's Department to use or demonstrate the Dragoon vehicle when it is available; and WHEREAS the Sheriff's Department foresees the possibility of emergency or other law enforcement situations when the use of a Dragoon may help prevent injuries or loss to properties of persons; and Whereas the Sheriff's Department would require the use of the vehicle for scheduled training purposes if the vehicle were to be used during emergency situations; and Whereas the annual cost of $100 is available in Leased Vehicles Operations and the training costs are available in the Sheriff's Department budget; and Whereas this contract has been approved consistent with the County Executive's Contract Approval Procedure. Now Therefore Be It Resolved that the Oakland County Board of Commissioners does hereby approve the attached contract with AV Technology for the use of a Dragoon Armored Vehicle by the Oakland County Sheriff's Department and authorizes the County Executive and Chairperson of the Board of Commissioners to execute the attached contract. Mr. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLX0 SERVICES COMMITTEE AGREEMENT LOAN OF AV TECHNOLOGY CORPORATION'S DRAGOON ARMORED VEHICLE TO THE OAKLAND COUNTY SHERIFF'S DEPARTMENT This Agreement, made this day of , 1991, by and between the County of Oakland, a Michigan Constitutional Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan, 48341-1043 (hereinafter, "OAKLAND COUNTY") and AV Technology Corporation, whose address is 2340 Alger Road, Troy, Michigan, 48083 (hereinafter, "AV TECH"). INTRODUCTORY STATEMENTS 1. AV TECH manufacturers and distributes an DRAGOON Armored Security Vehicle - Model ASV, as described in Attachment "A" (hereinafter "DRAGOON"); and 2. AV TECH has available at its manufacturing plant a DRAGOON(S) for use as a demonstration vehicle(s); and 3. AV TECH has offered to allow the use of a demonstration DRAGOON, to OAKLAND COUNTY for use by its Sheriff's Department in dealing with various emergency and/or other law enforcement situations whenever the vehicle is not otherwise being used by AV TECH; and 4. AV TECH'S loan of the DRAGOON to OAKLAND COUNTY, pursuant to this Agreement, is not intended to result in financial gain or profit to AV TECH; and 5. OAKLAND COUNTY Sheriff's Department personnel foresee possible emergency and/or other law enforcement situations where the use of the DRAGOON may help prevent injuries to property and/or persons, including the possible loss of life; NOW THEREFORE, in consideration of these premises and the covenants, terms and conditions contained herein, it is mutually agreed as follows: 1. AV TECH agrees, subject to the terms of this Agreement, to loan a Dragoon to OAKLAND COUNTY for use in Sheriff Department emergency and/or other law enforcement situations. 2. AV TECH shall have the sole and exclusive right to approve or deny any requested loan of the DRAGOON based upon the DRAGOON's availability, condition, prior commitments, and/or the failure of OAKLAND COUNTY to provide satisfactory insurance coverage(s) and/or proof of such insurance(s) to AV TECH. AV TECH shall not be obligated to make a DRAGOON available for use by OAKLAND COUNTY on any particular occasion. 3. AV TECH hereby acknowledges the adequacy of the consideration it derives from the Agreement. 4. OAKLAND COUNTY, at its expense, shall provide commercially available auto liability insurance, including bodily injury, property damage, and Michigan no-fault auto coverage. Such insurance coverage(s) shall name AV TECH as an additional named insured party. OAKLAND COUNTY shall also provide proof of such insurance(s) as AV TECH shall require. AV TECH and OAKLAND COUNTY acknowledge and agree that: (1) the availability of the above insurance coverage(s) for OAKLAND COUNTY'S use of the DRAGOON, and (2) AV TECH'S insurance needs and requirements are subject to change during the anticipated term of this Agreement. Accordingly, this Agreement provides that the determination of the adequacy of any and all of the above insurance coverage(s), will be made solely by AV TECH prior to loaning the DRAGOON to OAKLAND COUNTY on any particular occasion. AV TECH agrees to give prompt notice of any claim(s) or suit(s) to any applicable insurer or OAKLAND COUNTY and agrees it will not prejudice any rights or benefits that OAKLAND COUNTY or any insurer may have under such insurance policies. S. In the event AV TECH loans the DRAGOON to OAKLAND COUNTY, OAKLAND COUNTY shall take possession of the DRAGOON at AV TECH and shall be responsible for returning possession of the DRAGOON to AV TECH after OAKLAND COUNTY'S use has ended. The period of time between OAKLAND COUNTY'S taking possession of the DRAGOON and its return to AV TECH shall hereinafter be defined as a "PERIOD OF USE" by OAKLAND COUNTY. AV TECH has the right to terminate any Period of Use after reasonable notice to OAKLAND COUNTY whereupon OAKLAND COUNTY shall immediately return the Dragoon to AV TECH. Any and all transportation or shipping costs incurred moving the DRAGOON to or from AV TECH for any PERIOD OF USE shall be arranged by and paid for by OAKLAND COUNTY except as otherwise agreed to, in writing, by AV TECH. 6. For each PERIOD OF USE, OAKLAND COUNTY shall pay to AV TECH the amount of ONE HUNDRED Dollars and 00/100 ($100.00). This sum shall constitute full payment for any and all routine and/or preventative maintenance (e.g., oil and filter changes, lubrication, vehicle cleaning, vehicle inspection costs, etc.). AV TECH shall be responsible for all DRAGOON routine and preventative maintenance. OAKLAND COUNTY shall have no other obligation for any DRAGOON routine or preventative maintenance. 7. OAKLAND COUNTY, during any PERIOD OF USE, shall cause the DRAGOON to be operated with reasonable care and only by licensed drivers in its employ. OAKLAND COUNTY shall be responsible to provide adequate training to its employees in the proper use and 2 operation of the DRAGOON and shall only permit such adequately trained personnel to operate the DRAGOON. 8. OAKLAND COUNTY shall be liable to AV TECH for any damage or loss to the DRAGOON, its equipment, or accessories which was caused by OAKLAND COUNTY or its employees, or any third persons, during any PERIOD OF USE. OAKLAND COUNTY, however, shall not be liable for ordinary wear and tear, and/or natural depreciation. OAKLAND COUNTY'S absolute maximum and total liability to AV TECH for any and all damage or loss to the DRAGOON, its equipment, or accessories, up to and including the total loss of the DRAGOON, shall be ONE HUNDRED SEVENTY-FIVE THOUSAND Dollars ($175,000.00). It is further agreed that any and all damage(s) or costs to be assessed against OAKLAND COUNTY, as provided for in this paragraph, shall include only the actual cost of repair(s) and/or replacement cost of any part(s), including labor, and that any and all such costs shall be calculated based on AV TECH'S actual, pre-profit, manufacturer's repair or replacement cost(s) for any damaged part(s), equipment or labor. All such costs shall be further reduced by any salvage value. 9. OAKLAND COUNTY shall not modify the DRAGOON to accommodate equipment and/or personnel without the prior, written authorization of AV TECH. OAKLAND COUNTY shall not cause or permit any repairs or adjustments to the DRAGOON except for minor operational repairs such as flat tires and/or required emergency work. 10. OAKLAND COUNTY shall not permit the DRAGOON to be used in violation of any applicable federal, state, or municipal statutes, ordinances, or regulations, or contrary to the provisions of any applicable insurance policies. OAKLAND COUNTY shall be liable for any and all traffic tickets, fines for parking violations and/or any other traffic fines imposed by any governmental authority upon the DRAGOON during any PERIOD OF USE. 11. OAKLAND COUNTY shall, during any PERIOD OF USE, provide necessary fuels, lubricants, and employ all necessary operational precautions and safeguards as required by the DRAGOON Vehicle Operator's Manual. 12. The OAKLAND COUNTY Sheriff, or such person as he shall designate in writing to AV TECH, shall be the sole person authorized to initiate a request to AV TECH for use of the DRAGOON under the terms of this Agreement. 13. OAKLAND COUNTY may not assign, transfer, re-loan, or authorize the use of the DRAGOON by any party not employed by the OAKLAND COUNTY Sheriff's Department without the prior written consent of AV TECH. OAKLAND COUNTY shall not permit any person other than OAKLAND COUNTY Sheriff's Department employees engaged in their assigned duties, or other authorized law enforcement 3 personnel acting in concert with OAKLAND COUNTY Sheriff's Department employees, to be carried on or ride in the DRAGOON during any PERIOD OF USE. 14. In the event that an employee(s) of OAKLAND COUNTY should become injured as a result of the use and/or operation of the DRAGOON during any PERIOD OF USE, OAKLAND COUNTY shall waive any claim(s) for the employees lost wages and/or medical expenses that it may otherwise have against AV TECH under the provisions of the Workers' Disability Compensation Act (MCL 418.101, et seq.). 15. OAKLAND COUNTY agrees to indemnify, defend and hold WC, harmless AV TECH from and against all loss, liability, damage suits, claims, costs or expenses (including reasonable attorney'5.- ,14 '- fees) which AV TECH or its employees, directors or shareholders may hereafter become legally obligated to pay by reason or injury to any person (other than any officer, director, shareholder, employee, agent, or public official of either party) or property caused by or resulting from OAKLAND COUNTY'S possession, use or operation of the Dragoon under the terms of this Agreement. OAKLAND COUNTY, however, shall not be obligated to indemnify, defend, or hold AV TECH harmless from any claims or injuries to any person or property or any other losses or damages which are caused by or result from AV TECH'S own acts, omissions, or negligence including, but not limited to, AV TECH'S development, design, manufacture, maintenance, distribution, failure to inspect, or any other claims or losses based upon liability of AV TECH'S product(s). This indemnification provision covers only actual claims or damages to property or bodily injury of third parties and does not include any damages or losses to AV TECH'S earnings, use, profits, or other such damages. The indemnification afforded in this paragraph shall be excess and over and above any other valid and collectable insurance available to either party and applicable to any part of any ultimate net loss whether such insurance is stated to be primary, contributing, excess, or contingent: provided that if such other insurance provides indemnity only in excess of the stated amount of liability per occurrence, indemnification under this Agreement shall contribute their widths with respect to such part of the ultimate net loss as is covered hereunder. This paragraph does not apply to the defense, investigation, settlement, or other legal expenses covered by any underlying insurance or other applicable insurance. If the underlying insurance or applicable insurance is exhausted, OAKLAND COUNTY will assume charge of the settlement or defense of any claim against AV TECH applicable under this Agreement. Under no circumstances will OAKLAND COUNTY be required to pyramid or duplicate any types, amounts or limits or any other motor vehicle coverage available or from any other insurance company. Under the terms of this paragraph, OAKLAND COUNTY shall be subrogated to the extent of any payment it is required to make hereunder to all of AV TECH'S rights of recovery thereof, and AV TECH shall do everything necessary to secure such rights. If any claim is made or a suit is 4 brought against AV TECH, AV TECH shall promptly forward to OAKLAND COUNTY every demand, notice, summons or other process received by it or its representative. Under the terms of this paragraph, AV TECH shall cooperate with OAKLAND COUNTY and, upon OAKLAND COUNTY'S request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to AV TECH with respect to damage, protection or loss afforded under this Agreement. AV TECH officers and employees shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. Under the terms of this paragraph, AV TECH shall not, except at his own cost, voluntarily make any payment, assume any obligation, or incur any expense other than for first aid to others at the time of the accident. OAKLAND COUNTY will settle or defend, as it considers appropriate, any claim or suit asking for damages for either bodily injury or property damage for which AV TECH may be liable as a result of the Sheriff's Department's use of the DRAGOON. OAKLAND COUNTY may select legal counsel of its choice and will pay all defense costs incurred. OAKLAND COUNTY'S obligation under this Agreement shall not inure, directly or indirectly, to the benefit of any third party or carrier or bailee. No rights or duties under this Agreement may be assigned without OAKLAND COUNTY'S written permission or consent. 16. This Agreement shall continue in full force and effect for such period of time as AV TECH may have a Dragoon available for the purposes described herein. This Agreement may be terminated for any reason by either party upon written notice delivered to the other party. 17. This Agreement is made and entered into in the State of Michigan and shall, in all respects, be interpreted, enforced, and governed by the laws of the State of Michigan. The language, and all parts of this Agreement, shall in all cases be construed as a whole, according to its fair meaning, and not strictly construed for or against either party. , 1 18. This Agreement, . consisting of Six (6) pages; plus Attachment "A"y, sets forth the entire Agreement between OAKLAND COUNTY and AV TECH and completely supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter hereof. It is further understood, agreed and acknowledged that the terms of this Agreement are contractual and not a mere recital and that there are no other agreements, understandings, or representations between the parties except as expressly stated herein. Furthermore, it is specifically agreed, acknowledged, and understood by both parties that there is no agreement, covenant, or promise by either party to hold harmless, indemnify, or otherwise waive or assume any legal liability or legal expense of the other party except as expressly stated in this Agreement. This Agreement shall not be changed, modified, or supplemented orally. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers. AV Technology Corporation County of Oakland JAMES LeBLANC, President ROY REWOLD, Chairperson AV Technology Corporation Board of Commissioners Date: Date: Concurrence: JAMES A. OTTEVAERE, Secretary-Treasurer AV Technology Corporation JOHN F. NICHOLS Oakland County Sheriff Date: Date: Concurrence: DANIEL T. MURPHY Oakland County Executive Date: 6 FEBRUARY 20, 1992 . DALE CUNNINGHAM, SHERIFF'S OFFICE TO: DAVID QUIGLEY, BUDGET DIVISION . FROM: FILE I: DEPT.: SHERIFF'S OFFICE Board Resolution Required? Yes - Resolution 1:__PENDING___ Date:__ X No Disapproved* Modify* Date:2/.425.S Signature:_ CORPORATION COUNSEL: ygRsommu Approved Disapproved* Modify* Date:L/27/92- Signature pl Approved Modify* Date: 2-/2Q/92_ Signature: - Approved . Disapproved* I I Disapproved* Modify* Date: Signature TITLE! SUBJECT AV TECHNOLOGY DRAGOON ARMORED VEHICLE LOAN AGREEMENT TELEPHONE #: (313)858-1036 CONTACT PERSON:_ DALE CUNNINGHAM, DAVID QUIGLEY STATUS (Check appropriate box) X Initial Revision I Extension Final Other If "other" is checked, please explain: SEE ATTACHED RESOLUTION RISE MANAGEMENT & SAFETY: MANAGEMENT AND BUDGET: COMACTI.P ROGRAH SYNO PSIS: AY_TECETWITACY_AGREEs TO LOAN TO THE_SHERIEF'S nFP -re= THE_DRAGGIOU ARMORED VEHICLE *When Disapproved is Noted or Modification is Requested, Attach Explanation • : COMMERCIAL AUTO P.OLICY NUMBER: 35 CESQA 4192E THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. •n -.I. • =7( !!" , • . • ADDITIONALINSURED-: LESSOR -•:.. „. • •1.• . This endorsement modified insdrance rov(ded under the f0116Viiing' . . • BUSINESS AUTCYCOVERAdt'FbRM - GARAGE COVERAGE FORM - TRUCKERS COVERAGE FORIW3 BUSINESS AUTO PHYSICAL.DA_MAG .B COVERAGE FORM -. - This endorsement changes the policy effective on the inception .date,of the .policy unless-another date isindi-. - Endorsement, effective f'.; '•.:.n: :: .:-: ••••••••-• • - -.02-01-,92 '7 !.'c: .; • •'..:".1'. 2 ':-• . . Named_ Insured 'NO arid ..C .Otirli-y and Oakland Countersigned by County- Sheriff's Department ''' . - • PENCO - East Lansing, MI _ (Authorized Representative) cated -beldw:' Insurance Company Policy Number Effective Date SCHEDULE Hartford Casualty Insurance Company 35 CESQA 4192E 02-01-92 • Expiration Date 02-01-93 Named Insured Oakland County and Oakland County Sheriffs Department Address 1200 North Telegraph Road, Pontiac, MI 48053 Additional Insured (Lessor) AV Technology Corp. Designation or Description of Leased Autos 1988 Dragoon Model AVS S#0420880118 Coverages Limit of Insurance Liability $ 2,000,000 Each "Accident" Personal Injury Protection (or equivalent no-fault coverage) $ Included Comprehensive ACTUAL CASH VALUE OR COST OF REPAIR WHICHEVER IS LESS; _ MINUS: $ 1,000 For Each Covered "Auto" Collision ACTUAL CASH VALUE OR COST OF REPAIR WHICHEVER IS LESS: MINUS: $ 1,000 For Each Covered "Auto" Specified Causes of Loss. ACTUAL CASH VALUE OR COST OF REPAIR WHICHEVER MINUS: $ For Each Covered "Auto" • Page l',of 2 . 7 CA10.01 01 87 Copyright, Inpurance Services Office, Inc., 1985 'April 2, 1992 FISCAL NOTE BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - APPROVAL OF DRAGOON ARMORED VEHICLE USAGE CONTRACT WITH AV TECHNOLOGY - MISCELLANEOUS RESOLUTION # 92052 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed Miscellaneous Resolution #92052 and finds: 1) The resolution authorizes a contract between the County and AV Technology for use of a Dragoon Armored Vehicle at an annual cost of $100 per year which is available in the Sheriff's Department Leased Vehicle budget. 2) There is no additional insurance cost. 3) The contract has been approved consistent with the County Executive's Contract Approval Procedure. 4) No budget amendments are necessary and the resolution is recommended for adoption. INANCE COMMITTEE Resolution # 92052 April 2, 1992 In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 2nd day pf) April, 1992 LyrtV, Allen, County C erk 6 Moved by McCulloch supported by Oaks the resolution be adopted. AYES: Millard, Moffitt, Oaks, Obrecht, Olsen, Palmer, Pappageorge, Pernick, Schmid, Serra, Skarritt, Wolf, Aaron, Bishop, Caddell, Crake, Gosling, Huntoon, Johnson, Krause, Law, McConnell, McCulloch, McPherson. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND I, Lynn D. Allen, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April 2, 1992 with the original record thereof now remaining in my office.