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HomeMy WebLinkAboutResolutions - 1995.10.12 - 24599((;;Bi /4( SERVICES COMMITTEE . MISCELLANEOUS RESOLUTION #95242 September 21, 1995 BY: Public Services Committee, Lawrence A. Obrecht, Chairperson IN RE: smarrs DEPARTMENT-APPROVAL OF DRAGOON ARMORED VEHICLE USAGE CONTRACT WITH AV TECHNOLOGY, LLC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS AV Technology, LLC 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 Miscellaneous Resolution #92052 approved by the Board of Commissioners on April 2, 1992 approved this same contract; and WHEREAS the only change in the attached contract is the Corporation name; 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, LLC 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. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. From the desk of Business Manager, Dale Cunningham AGREEMENT 95 Or: 27 A9 :3C1 LOAN OF ARMORED SECURITY VEHICLE TO THE OAKLAND COUNTY SHERIFF'S zmumma PUUTYCCUNTY CLEF This Agreement, made this day of , 1995, 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, LLC, whose address is 50405 Patricia Drive, Chesterfield, Michigan, 48051 (hereinafter, "AV Tech"). INTRODUCTORY STATEMENTS 1. AV Tech manufactures and distributes an Armored Security Vehicle - Model ASV (hereinafter "ASV"); and 2. AV Tech has available at its manufacturing plant an ASV for use as a demonstration vehicle; and 3. AV Tech has offered to allow the use of a demonstration ASV, 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 ASV 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 ASV 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 an ASV 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 ASV based upon the ASV'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 • RE: Tech shall not be obligated to make an ASV 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 ASV, 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 ASV 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. 5. In the event All Tech loans the ASV to Oakland County, Oakland County shall take possession of the ASV at AV Tech and shall be responsible for returning possession of the ASV to AV Tech after Oakland County's use has ended. The period of time between Oakland County's taking possession of the ASV and its return to AV Tech shall hereinafter be defined as a "Period Of Use" by Oakland County. All Tech has the right to terminate any Period Of Use after reasonable notice to Oakland County whereupon Oakland County shall immediately return the ASV to All Tech. Any and all transportation or shipping costs incurred moving the ASV to or from All 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 and 00/100 Dollars ($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.). All Tech shall be responsible for all ASV routine and preventative maintenance. Oakland County shall have no other obligation for any ASV routine or preventative maintenance. 7. Oakland County, during any Period Of Use, shall cause the ASV 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 operation of the ASV and shall only permit such adequately trained personnel to operate the ASV. :avteuhag.kma -2- 8. Oakland County shall be liable to AV Tech for any damage or loss to the ASV, 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 ASV, its equipment, or accessories, up to and including the total loss of the ASV, 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 ASV 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 ASV except for minor operational repairs such as flat tires and/or required emergency work. 10. Oakland County shall not permit the ASV 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 ASV 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 ASV 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 ASV under the terms of this Agreement. 13. Oakland County may not assign, transfer, re-loan, or authorize the use of the ASV 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 enforeemenL personnel acting in concert with Oakland County Sheriff's Department employees, to be carried on or ride in the ASV 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 :avtechag.kma -3- the ASV 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 harmless AV Tech from and against all loss, liability, damage, suits, claims, costs or expenses (including reasonable attorney's fees) which AV Tech or its employees, directors or members may hereafter become legally obligated to pay by reason or injury to any person (other than any officer, director, member, employee, agent, or public official of either party) or property caused by or resulting from Oakland County's possession, use or operation of the ASV 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 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 avtechag ,kma -4- 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 ASV. 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 right 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 an ASV 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. 18. This Agreement 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. :avtechag.kma -5- IN WITNESS WHEREW, the Agreement tp be execqted officers. rties hereto have caused this ir respective duly authorized AV TECHNO By: Y, LLQ ';da2 CO , Chairperson, ing Officer Board of Commissioners Concurrence: By: F. NICHOLS s: Ch ES L BLANg ef Op By: Concurrence: V VI 1&" OKS pATTERSON Oaklarid County Executive akland County Sheriff :avcechag.kma -6- OCTOBER 12, 1995 FISCAL NOTE (Misc. #95242) BY: FINANCE AND PERSONNEL COMMITTEE - COHN P. McCULLOCH, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - APPROVAL OF DRAGOON ARMORED VEHICLE USAGE CONTRACT WITH AV TECHNOLOGY, LLC - MISCELLANEOUS RESOLUTION #95242 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-G of this Board, the Finance and Personnel Committee has reviewed Miscellaneous Resolution #95242 and finds that no additional appropriation is required. FINANCE AND PERSONNEL COMMITTEE Resolution #95242 October 12, 1995 Moved by Obrecht supported by Amos the resolution be adopted. Moved by Jacobs supported by second WHEREAS paragraph by striking and inserting the words "to property of life". Pernick the resolution be amended in the the words "or loss to properties of persons" and/or persons, including the possible loss A sufficient majority having voted therefor, the amendment carried. Vote on resolution, as amended: AYES: Palmer, Pernick, Powers, Quarles, Schmid, Taub, Wolf, Amos, Crake, Devine, Dingeldey, Douglas, Garfield, Holbert, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Moffitt, Obrecht. (25) NAYS: None. (0) A sufficient majority having voted therefor, the resolution, as amended, was adopted. OREGON( PPROLUTION cutive Date 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 October 12, 1995 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 12th day 4:9ctobec7 -9, D. Allen, County Clerk