HomeMy WebLinkAbout20101947.tiff Annual Renewal Agreement
THIS AGREEMENT TO LEASE EQUIPMENT ("Lease") is made and effective May 1, 2010,
by and between Touch Legal, Inc. DBA Touch Sonic Technologies, ("Lessor") and The Board of
County Commissioners for Weld County, Colorado, on behalf of the Weld County Sheriff s
Office("Lessee").
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, certain tangible
personal property.
NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth, the parties hereto agree as follows:
1. Lease.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the following described
equipment(the "Equipment"):
Five (5) TST15 Library Kiosks
Legal research materials and data as provided by LexisNexis a Mathew
Bender Company. SEE APPENDIX A BELOW FOR CONTENT LISTING
Five (5) Mobile Cart Brackets
2. Term.
The term of this Lease shall commence on May 1, 2010 and shall expire on April 30, 2011.
3. Shipping.
Lessor shall be responsible for shipping any replacement Equipment to Lessee's premises.
4. Monthly Fees.
Ar The total monthly fee for use of the Equipment and Legal Content shall be paid in advance in
installments of Two Thousand and Twenty Dollars and Zero Cents ($2,020.00) each month,
commencing May 1, 2010 and on the first day of each succeeding month throughout the term
hereof, at Touch Legal, Inc., 2630 Mendocino Avenue, Santa Rosa CA 95448, or at such other
place as Lessor may designate from time to time. Any installment payment not made by the tenth
(10`h)day of the month shall be considered overdue and in addition to Lessor's other remedies,
Lessor 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.
Lessee shall use the Equipment in a careful and proper manner and shall comply with and
eywurth _3624!_4_t .SD SC tG l
-02,3-c2D 10 (56) g-7M/d c'/D 2010-1947
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.
6. Legal Content Updates.
Lessee shall be responsible for performing installation of legal content updates, which will be
provided to Lessee by Lessor via electronic hard drive approximately four(4)times per year or as
said content updates are released by LexisNexis. Lessor to provide training and telephone
support as required to ensure proper installation of said updates.
7. Right to Lease.
LESSOR WARRANTS THAT LESSOR HAS THE RIGHT TO LEASE THE EQUIPMENT,
AS PROVIDED IN THIS LEASE.
8. Repairs.
Lessor, at its own cost and expense, shall keep the Equipment in good repair, condition and
working order and shall furnish any and all parts, mechanisms and devices required to keep the
Equipment in good mechanical working order.
Lessee shall provide Lessor with facility clearance and access as required to repair equipment.
9. Loss and Damage.
A. Lessee hereby assumes and shall bear the entire risk of loss and damage to the Equipment
from any and every cause whatsoever, with the exception that Lessee shall not be liable for loss
or damage to the Equipment caused by Acts of God such as tornado,flood, earthquake, or the
like. No loss or damage to the Equipment or any part thereof shall impair any obligation of
Lessee under this Lease which shall continue in full force and effect through the term of the
Lease, unless the Equipment 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 as provided in Section
9.A., Lessee shall, at Lessor's option:
(i) Place the same in good repair, condition and working order; or
(ii) Replace the same with like equipment in good repair, condition and working order; or
(iii) Pay to Lessor the replacement cost of the Equipment.
10. Surrender.
Upon the expiration or earlier termination of this Lease, Lessee shall return the Equipment to
Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper
use thereof alone excepted, by delivering the Equipment at Lessee's cost and expense to such
place as Lessor 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, including without
limitation the manufacture, selection, delivery, possession, use, operation, or return of the
Equipment. Notwithstanding any other provision contained in this Agreement, Lessee
specifically does not waive any immunities to which it may be entitled under the law.
12. Default.
If Lessee fails to pay any rent or other amount herein provided within ten (10) days after the same
is due and payable, or if Lessee fails to observe, keep or perform any other provision of this
Lease required to be observed, kept or performed by Lessee, after first providing notice to
Lessee of at least ten (10) days of any default Lessor believes has occurred, and if Lessee has
taken no action to cure the alleged default within ten (10) days after receiving such notice,
Lessor 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.
B. To sue for and recover all rents, and other payments, then accrued or thereafter accruing.
C. To take possession of the Equipment, 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.
Lessee hereby waives any and all damages occasioned by such taking of possession,on the
condition that Lessor takes possession of the Equipment in a reasonable manner.
D. To terminate this Lease.
E. To pursue any other remedy at law or in equity.
All of Lessor'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 is
not released or 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, the non-filing party shall have and may exercise any one or more of the
remedies set forth in Section 12 hereof; and this Lease 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 is, and shall at all times be and remain,the sole and exclusive property of Lessor;
and the Lessee shall have no right, title or interest therein or thereto except as expressly set forth
in this Lease.
15. Additional Documents.
If Lessor shall so request, Lessee shall execute and deliver to Lessor such documents as Lessor
shall deem necessary or desirable for purposes of recording or filing to protect the interest of
Lessor in the Equipment including, but not limited to a UCC financing statement.
16. Entire Agreement.
This instrument constitutes the entire 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.
17. Notices.
Service of all notices under this 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.
If to Lessor:
Touch Legal, Inc.
2630 Mendocino Avenue
Santa Rosa, CA 95448
If to Lessee:
Weld County Sheriffs Office
2110 O Street
Greeley, CO 80634
18. Assignment.
Neither this Lease nor any interest therein is assignable or transferable by operation of law.
19. Headings.
Headings used in this Lease are provided for convenience only and shall not be used to construe
meaning or intent.
20. Governing Law.
This Lease shall be construed and enforced according to laws of the State of California.
21. Parties'Relationship. The Parties to this Agreement intend that the relationship between
them contemplated by this 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 Agreement.
22. Bucket Restraints. No portion of this Agreement shall be deemed to create an obligation
on the part of Weld County or the Weld County Sheriffs Office to expend funds not otherwise
appropriated during the term of this Agreement
23. Modification. This Agreement may be modified only in a writing signed by the authorized
representatives of the parties to this Agreement.
24. Severability. If any provision of this Agreement is determined to be unenforceable or
invalid for any reason, the remainder of this Agreement shall remain in effect, unless
otherwise terminated in accordance with the terms contained herein.
25. No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of
the terms and conditions of this Agreement and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in
this Agreement shall give or allow any claim or right of action whatsoever by any other person
not included in this Agreement. It is the express intention of the undersigned parties that any
entity other than the undersigned parties receiving services or benefits under this Agreement
shall be deemed an incidental beneficiary only.
WITNESS THE SIGNATURES OF THE PARTIES TO THIS AGREEMENT TO LEASE
EQUIPMENT.
LESSOR:
TOUCH LEGAL, INC.
By:
Title: d
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Date:
LES EE:
Joh Cooke, Weld ounty Sheriff
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BOARD OF COUNTY COMMISSIONERS
FOR THE COUNTY OF WELD a
STATE OF COLORADO �4 Elba/
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ATTEST: • 's
B odglas Rad acher, Chair /., S
AUG 2 3 2010 By:I 'r i. a �% � ! r. '__• ;,4,
Deputy C =� to the Board r �\-�X\
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