HomeMy WebLinkAbout20121643 Renewal Services Agreement
THIS RENEWAL SERVICES AGREEMENT to provide Electronic Law Library
Hardware and Software Services ("Renewal Services Agreement") is made and effective May 1,
2012, by and between Touch Legal, Inc., DBA Touch Sonic Technologies, ("TLI") and the
County of Weld, by and through the Board of County Commissioners of the County of Weld,
State of Colorado, on behalf of the Weld County Sheriffs Office ("Weld County").
NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth, the parties hereto agree as follows:
1. Electronic Law Library Hardware and Software Services.
TLI hereby agreed to provide Weld County, and Weld County hereby accepts the
following the following described Equipment and Legal Content from TLI:
• Five (5) TST15 Library Kiosks.
• Legal research materials and data as provided by LexisNexis a Mathew Bender
Company.
• Five (5) Mobile Cart Brackets.
2. Term.
The term of this Renewal Services Agreement shall commence on May 1, 2012 and shall
expire on April 30, 2014.
3. Shipping.
TLI shall be responsible for shipping any replacement Equipment and Legal Content to
Weld County's premises.
4. Monthly Fees.
Year 1 - The total monthly fee for use of the Equipment and Legal Content for Year 1
shall be paid in advance in installments of Two Thousand One Hundred and Seventy Six
Dollars and Zero Cents ($2,176.00) each month, commencing May 1, 2012 and on the
first day of each succeeding month throughout the first 12 months of the term hereof.
Payment shall be tendered to Touch Legal, Inc. at 2630 Mendocino Avenue, Santa Rosa
CA 95448, or at such other place as TLI may designate from time to time. Any
installment payment not made by the tenth (10th) day of the month shall be considered
overdue and in addition to TLI's other remedies, TLI may levy a late payment charge
equal to one percent (1%) per month on any overdue amount. Rent for any partial month
shall be prorated.
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Year 2 - The total monthly fee for use of the Equipment and Legal Content for Year 1
shall be paid in advance in installments of Two Thousand Two Hundred and Eight
Dollars and Zero Cents ($2,208.00) each month, commencing May 1, 2012 and on the
first day of each succeeding month throughout the first 12 months of the term hereof.
Payment shall be tendered to Touch Legal, Inc. at 2630 Mendocino Avenue, Santa Rosa
CA 95448, or at such other place as TLI may designate from time to time. Any
installment payment not made by the tenth (10th) day of the month shall be considered
overdue and in addition to TLI's other remedies, TLI may levy a late payment charge
equal to one percent (1%) per month on any overdue amount. Rent for any partial month
shall be prorated.
5. Use.
Weld County shall use the Equipment and Legal Content in a careful and proper manner
and shall comply with and conform to all national, state, municipal, police and other
laws, ordinances and regulations in any way relating to the possession, use or
maintenance of the Equipment and Legal Content.
6. Legal Content Updates.
Weld County shall be responsible for performing installation of legal content updates,
which will be provided to Weld County by TLI via electronic hard drive approximately
four (4) times per year or as said content updates are provided by LexisNexis. TLI to
provide training and telephone support as required to ensure proper installation of said
updates.
7. Right to Equipment and Legal Content.
TLI WARRANTS THAT TLI HAS THE RIGHT TO THE EQUIPMENT AND LEGAL
CONTENT, AS PROVIDED IN THIS RENEWAL SERVICES AGREEMENT.
8. Repairs.
TLI, at its own cost and expense, shall keep the Equipment and Legal Content in good
repair, condition and working order and shall furnish any and all parts, mechanisms and
devices required to keep the Equipment and Legal Content in good mechanical working
order. Weld County shall provide TLI with facility clearance and access as required to
repair Equipment and Legal Content.
9. Loss and Damage.
A. Weld County hereby assumes and shall bear the entire risk of loss and damage to the
Equipment and Legal Content from any and every cause whatsoever with the
exception that Weld County shall not be liable for loss or damage to the Equipment
and Legal Content caused by Acts of God such as tornado, flood, earthquake, or the
like. No loss or damage to the Equipment and Legal Content or any part thereof shall
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impair any obligation of Weld County under this Renewal Services Agreement which
shall continue in full force and effect through the term of the Renewal Services
Agreement, unless the Equipment and Legal Content has been lost or damaged as the
result of an Act of God as above stated.
B. In the event of loss or damage of any kind whatever to the Equipment and Legal
Content as provided in Section 9.A., Weld County shall, at TLI's option:
(i) Place the same in good repair, condition and working order; or
(ii) Replace the same with like Equipment and Legal Content in good repair,
condition and working order; or
(iii) Pay to TLI the replacement cost of the Equipment and Legal Content.
10. Surrender.
Upon the expiration or earlier termination of this Renewal Services Agreement, Weld
County shall return the Equipment and Legal Content to TLI in good repair, condition
and working order, ordinary wear and tear resulting from proper use thereof alone
excepted, by delivering the Equipment and Legal Content at Weld County's cost and
expense to such place as TLI shall reasonably specify within 14 days of termination.
11. Indemnity.
To the extent permitted by law, each party shall indemnify the other party against, and
hold the other party harmless from, any and all claims, actions, suits, proceedings, costs,
expenses, damages and liabilities, including reasonable attorney's fees and costs, arising
out of, connected with, or resulting from the indemnifying party's use of the Equipment
and Legal Content, including without limitation the manufacture, selection, delivery,
possession, use, operation, or return of the Equipment and Legal Content.
Notwithstanding any other provision contained in this Renewal Services Agreement,
Weld County specifically does not waive any immunity to which it may be entitled under
the law.
12. Default.
If Weld County fails to pay any rent or other amount herein provided within ten (10) days
after the same is due and payable, or if Weld County fails to observe, keep or perform
any other provision of this Renewal Services Agreement required to be observed, kept or
performed by Weld County, after first providing notice to Weld County of at least ten
(10) days of any default TLI believes has occurred, and if Weld County has taken no
action to cure the alleged default within ten (10) days after receiving such notice, TLI
shall have the right to exercise any one or more of the following remedies:
A. To declare the entire amount of rent hereunder immediately due and payable.
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B. To sue for and recover all rents, and other payments, then accrued or thereafter
accruing.
C. To take possession of the Equipment and Legal Content, after reasonable demand or
notice of not less than ten (10) days, wherever same may be located, without any
court order or other process of law. Weld County hereby waives any and all damages
occasioned by such taking of possession, on the condition that TLI takes possession
of the Equipment and Legal Content in a reasonable manner.
D. To terminate this Renewal Services Agreement.
E. To pursue any other remedy at law or in equity. All of TLI's remedies are cumulative,
and may be exercised concurrently or separately.
13. Bankruptcy.
If any proceeding under the Bankruptcy Act, as amended, is commenced by or against the
either party, or if either party is adjudged insolvent, or if either party makes any
assignment for the benefit of its creditors, or if a writ of attachment or execution is levied
on the Equipment and Legal Content and is not satisfied within ten (10) days thereafter,
or if a receiver is appointed in any proceeding or action to which either party is a party
with authority to take possession or control of the Equipment and Legal Content, the non-
filing party shall have and may exercise any one or more of the remedies set forth in
Section 12 hereof; and this Renewal Services Agreement shall, at the option of the non-
filing party, immediately terminate and shall not be treated as an asset of the filing party
after the exercise of said option.
14. Ownership.
The Equipment and Legal Content is, and shall at all times be and remain, the sole and
exclusive property of TLI; and the Weld County shall have no right, title or interest
therein or thereto except as expressly set forth in this Renewal Services Agreement.
15. Entire Renewal Services Agreement.This instrument constitutes the entire Renewal
Services Agreement between the parties on the subject matter hereof and it shall not be
amended, altered or changed except by a further writing signed by the parties hereto.
16. Notices.
Service of all notices under this Renewal Services Agreement shall be sufficient if given
personally or mailed certified, return receipt requested, postage prepaid, at the address
hereinafter set forth, or to such address as such party may provide in writing from time to
time.
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If to TLI:
Touch Legal, Inc.
2630 Mendocino Avenue
Santa Rosa, CA 95448
If to Weld County:
Weld County Sheriffs Office
2110 O Street
Greeley, CO 80634
17. Assignment.
Neither this Renewal Services Agreement nor any interest therein is assignable or
transferable by operation of law.
18. Headings.
Headings used in this Renewal Services Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
19. Governing Law.
This Renewal Services Agreement shall be construed and enforced according to laws of
the State of Colorado.
20. Parties' Relationship.
The Parties to this Renewal Services Agreement intend that the relationship between
them contemplated by this Renewal Services Agreement is that of independent entities
working in mutual cooperation. No employee, agent, or servant of one Party shall be or
shall be deemed to be an employee, agent, or servant of another Party to this Renewal
Services Agreement.
21. Budget Restraints.
No portion of this Renewal Services Agreement shall be deemed to create an obligation
on the part of Weld County or the Weld County Sheriff's Office to expend funds not
otherwise appropriated during the term of this Renewal Services Agreement.
22. Modification.
This Renewal Services Agreement may be modified only in a writing signed by the
authorized representatives of the parties to this Renewal Services Agreement.
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23. Severability.
If any provision of this Renewal Services Agreement is determined to be unenforceable
or invalid for any reason,the remainder of this Renewal Services Agreement shall remain
in effect,unless otherwise terminated in accordance with the terms contained herein.
24. No Third Party Beneficiaries.
It is expressly understood and agreed that enforcement of the terms and conditions of this
Renewal Services Agreement and all rights of action relating to such enforcement,shall
be strictly reserved to the undersigned parties,and nothing contained in this Renewal
Services Agreement shall give or allow any claim or right of action whatsoever by any
other person not included in this Renewal Services Agreement.It is the express intention
of the undersigned parties that any entity other than the undersigned parties receiving
services or benefits under this Renewal Services Agreement shall be deemed an
incidental beneficiary only.
WITNESS THE SIGNATURES OF THE PARTIES TO THIS RENEWAL SERVICES
AGREEMENT FOR PROVISION OF EQUIPMENT AND LEGAL CONTENT.
TLI:
TOUCH LEGAL,INC.
By: •
Title:
Date: (> i
WELD TY:
ATTEST: • COUNTY OF WELD,by and through the Board of
sue," +*
Clerk to the Board SF `s{- 9 County Commissioners of the County of
i' \ Weld,State of Colorado,on behalf of the Weld
f s 7•a�- �
':‘-6b_.,)4 County Sheriff's Office
By, By:
Deputy Cle <to the Board Sean P.Conway,Chai an JUL 0 2 2012
Appro ed as to Substance:
By: C�
J Cooke,Weld County Sheriff
Date ?--
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