HomeMy WebLinkAboutResolution - 1675 - Lease Purchase Agreement - NAL Finacial Corporation - Computer Equipment - 04_26_1984RESOLUTION 1675 - 4/26/84
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RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor be and is hereby authorized and directed to execute for
and on behalf of the City of Lubbock a Governmental Equipment Lease -
Purchase Agreement and associated documents with NAL Financial Corporation
of P.O. Box 648 of Parker, Colorado 80134 for the lease -purchase of certain
computer equipment. A copy of said Governmental Equipment Lease -Purchase
Agreement is attached herewith which Agreement shall be spread upon the
minutes of the City Council and as spread upon the minutes of the City
Council shall constitute and be a part of this Resolution as if fully
copied herein in detail.
Passed by the City Council this 26th day of A ril , 1984.
6 PZ_ - A
AL ENRY, A R
ATTEST:
Evelyn Ga ga, City Sec -Treasurer
APPROVED AS TO CONTENT:
Jo'"Aldredge, Data Proce ing Administrator
APPROVED AS TO FORM:
ver, Assistant City Attorney
RESOLUTION 1675 - 4/26/84
Date of Lease: March 22, 1984 GIT)' 5`""rr^'''-T?"s.r!1pI:p Lease No.
EQUIPMENT LEASE -PURCHASE AGREEMENT
Lessor: NAL FINANCIAL CORPORATION
Address: P.O. Box 648, Parker, Colorado 80134
Lessee:
CITY OF LUBBOCK
Address: P.O. Box 2000, Lubbock, Texas 79457
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of
Equipment (the "Equipment") described in Exhibit A attached to this Equipment Lease -
Purchase Agreement (the "Lease"), upon the following terms and conditions:
1. Delivery and Acceptance. Lessee, or if Lessee so requests, Lessor, will cause the
Equipment to be delivered to Lessee at the location specified in Exhibit A (the "Equipment
Location"). Lessee will pay all transportation and other costs, if any, incurred in connection
with the delivery of the Equipment. Lessee will accept the Equipment as soon as it has been
delivered and is operational, or in the event that the manufacturer or vendor allows a pre -
acceptance test period, as soon as the test period has expired. Lessee will evidence its
acceptance of the Equipment by executing and delivering to Lessor an Acceptance Certificate
(herein so called) in the form provided by Lessor.
2. Term. This Lease will become effective upon the execution hereof by Lessor. The
term of this Lease will commence on the date the Equipment is accepted pursuant to Section 1
above and, unless earlier terminated as expressly provided for in this Lease, will continue until
the Expiration Date set forth in Exhibit B attached hereto (hereinafter the "Lease Term").
3. Rent. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so
called), including the interest portion, equal to the amounts specified in Exhibit B. The Lease
Payments will be payable without notice or demand at the office of the Lessor (or such other
place as Lessor or its assignee may from time to time designate in writing), and will
commence on the first Lease Payment date as set forth in Exhibit B and thereafter on the
dates set forth in Exhibit B. Any payments received later than ten (10) days from the due date
will bear interest from the due date at the highest net effective interest rate at which public
securities may be issued in accordance with Vernon's Texas Civil Statutes, Article 717k-2.
Except as specifically provided in Section 4 hereof, the Lease Payments will be absolute and
unconditional in all events and will not be subject to any set-off, defense, counterclaim, or
recoupment for any reason whatsoever.
Lessee reasonably believes that funds can be obtained sufficient to make all Lease
Payments during the Lease Term and hereby covenants that it will do all things lawfully within
its power to obtain, maintain and properly request and pursue funds from which the Lease
Payments may be made, including making provisions for such payments to the extent necessary
in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts
to have such portion of the budget approved and exhausting all available administrative
reviews and appeals in the event such portion of the budget is not approved. It is Lessee's
intent to make Lease Payments for the full Lease Term if funds are legally available therefor
and in that regard Lessee represents that the use of the Equipment is essential to its proper,
efficient and economic operation.
4. Nonappropriation of Funds. In the event no funds or insufficient funds are
appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal
period for Lease Payments due under this Lease, then the Lessee will immediately notify the
Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to Lessee of
any kind whatsoever, except as to the portions of Lease Payments herein agreed upon for
which funds shall have been appropriated and budgeted or are otherwise available. In the
event of such termination, Lessee agrees to peaceably surrender possession of the Equipment
to Lessor or its assignee -on. _the date of such termination, packed for shipment in accordance
with manufacturer specifications and freight prepaid and insured to any location in the
continental United States designated by Lessor. Lessor will have all legal and equitable rights
and remedies to take possession of the Equipment.
Pursuant to Section 4(b) of Article 2368a.2 of Vernon's Texas Civil Statutes, the
governing body of Lessee reserves the continuing right to terminate this Lease at the
expiration of each budget period of the Lessee during the term of this Lease in order that this
Lease may be considered to be a committment of current revenues only and not in violation of
Article III, Section 52, of the Texas Constitution.
Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease
under the provisions of this Section if any funds are appropriated to it, or by it, for the
acquisition, retention or operation of the Equipment or other equipment performing functions
similar to the Equipment for the fiscal period in which such termination occurs, and 00 that it
will' not during the Lease Term give priority in the application of funds to any other
functionally similar equipment. This paragraph will not be construed so as to permit Lessee to
terminate this Lease in order to acquire any other equipment or to allocate funds directly or
indirectly to perform essentially the same application for which the Equipment is intended.
5. Limitation on Warranties. Lessee acknowledges and agrees that the Equipment is
of a size, design, and capacity selected by Lessee, that Lessor is neither a manufacturer nor a
vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY
MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED,
WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY,
DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY
RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES
OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, AND LESSOR
SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL,
OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING
OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT
AND THE MAINTENANCE THEREOF.
Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of
Default has occured hereunder and is continuing, all manufacturer's warranties, if any,
expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain
the customary services furnished in connection with such warranties at Lessee's expense.
6. Authority and Authorization. Lessee represents, covenants and warrants, and as
requested by Lessor, will deliver an opinion of counsel to the effect that: (i) Lessee is a fully
constituted political subdivision or agency of the State of the Equipment Location; (ii) the
execution, delivery and performance by the Lessee of this Lease have been duly authorized by
all necessary action on the part of the Lessee; and (iii) this Lease constitutes a legal, valid and
binding obligation of the Lessee enforceable in accordance with its terms. Lessee agrees that
(i) it will do or cause to be done all things necessary to preserve and keep the Lease in full
force and effect, (ii) it has complied with all bidding requirements where necessary and by due
notification presented this Lease for approval and adoption as a valid obligation on its part,
and (iii) it has sufficient appropriations or other funds available to pay all amounts due
hereunder for the current fiscal period.
7. Title. Upon acceptance of the Equipment by Lessee hereunder, title to the
Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this
Lease by Lessee pursuant to Section 4 hereof; (ii) upon the occurrence of an Event of Default
hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the
purchase option has not been exercised prior to the Expiration Date, title will immediately
vest in Lessor or its assignee.
8. Security Interest. In order to secure all of its obligations hereunder, Lessee hereby
(i) grants to Lessor a first and prior security interest in any and all right, title and interest of
Lessee in the Equipment and in all additions, attachments, accessions, and substitutions
thereto, and on any proceeds therefrom, (ii) agrees that this Lease may be filed as a financing
statement evidencing such security interest, and (iii) agrees to execute and deliver all
financing statements, certificates of title and other instruments necessary or appropriate to
evidence such security interest.
9. Personal Pr er . The Equipment is and will remain personal property and will
not be deeme�t a xed to or a part of the real estate on which it may be situated,
notwithstanding that the Equipment or any part thereof may be or hereafter become in any
manner physically affixed or attached to real estate or any building thereon. If requested by
Lessor, Lessee will, at Lessee's expense, furnish a landlord or mortgagee waiver with respect
to the Equipment.
10. Use; Repairs. Lessee will use the Equipment in a careful manner for the use
contemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims,
damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its
expense, will keep the Equipment in good repair and furnish all parts, mechanisms and devices
required therefor. If the Equipment is such as is customarily covered by a maintenance
agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory
to Lessor.
11. Alterations. Lessee will not make any alterations, additions or improvements to
the Equipment without Lessor's prior written consent unless such alterations, additions or
improvements may be readily removed without damage to the Equipment.
12. Location; Inspection. The Equipment will not be removed from, or if the
Equipment consists of rolling stock, its permanent base will not be changed from, the
Equipment Location without Lessor's prior written consent which will not be unreasonably
withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during
reasonable business hours to inspect the Equipment or observe its use and operation.
13. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens
and encumbrances except those created under this Agreement. Lessee shall pay, when due, all
charges and taxes (local, state and federal) which may now or hereafter be imposed upon the
ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding
0*.
nowever, all'taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and
taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and
taxes. If Lessor pays any charges or taxes for which Lessee is responsible or liable under this
Agreement, Lessee shall reimburse Lessor therefor.
14. Risk of Loss; Damage; Destruction. Lessee assumes all risk of loss of or damage to
the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor
defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to
make Lease Payments or to perform any other obligation under this Lease. In the event of
damage to any item of Equipment, Lessee will immediately place the same in good repair with
the proceeds of any insurance recovery applied to the cost of such repair. If Lessor
determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair,
.Lessee at the option of Lessor will: either (e) replace the same with like equipment in good
repair; or (b) on the next Lease Payment date, pay Lessor: (i) all amounts then owed by Lessee
to Lessor under this Lease, including the Lease Payment due on such date; and (ii) an amount
equal to the applicable Concluding Payment set forth in Exhibit B. In the event that Lessee is
obligated to make such payment with respect to less than all of the Equipment, Lessor will
provide Lessee with the pro rata amount of the Lease Payment and the Concluding Payment to
be made by Lessee with respect to the Equipment which has suffered the event of loss.
15. Insurance. Lessee, will, at its expense, maintain at all times during the Lease
Term, fire and extended coverage, public liability and property damage insurance with respect
to the Equipment in such amounts, covering such risks, and with such insurers as shall be
satisfactory to Lessor or may self -insure against any or all such risks. In no event will the
Insurance limits be less than the amount of the then applicable Concluding Payment with
respect to such Equipment. The proceeds of any such policies will be payable to Lessee and
Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and
upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such
self-insurance. In the event of any loss, damage, injury or accident involving the Equipment,
Lessee will promptly provide Lessor with written notice thereof and make available to Lessor
all information and documentation relating thereto.
16. Indemnification. Lessee shall indemnify Lessor against, and hold Lessor harmless
from, any and all claims, actions, proceedings, expenses, damages or liabilities, including
attorney's fees and court costs, arising in connection with the Equipment, including, but not
limited to, its selection, purchase, possession, use, operation and the recovery of claims under
insurance policies thereon.
17. Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor,
and provided that there is no Event of Default, or an event which with notice or lapse of time,
or both, could become an Event of Default, then existing, Lessee will have the right to
purchase the Equipment on the Lease Payment dates set forth in Exhibit B by paying to Lessor,
on such date, the Lease Payment then due together with the Concluding Payment amount set
forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will
transfer any and all of its right, title and interest in the Equipment to Lessee as is, without
warranty, express or implied, except that Lessor will warrant to Lessee that the Equipment is
free and clear of any liens created by Lessor.
18. Assignment. Without Lessor's prior written consent, Lessee will not either
(i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of
this Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or
lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any
other documents executed with respect to this Lease and/or grant or assign a security interest
in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the
rights of Lessor under this Lease. Lessor shall use its best efforts to give Lessee reasonable
notice of such assignment prior to its effective date. No assignment or reassignment of any of
Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and
until Lessee shall have received a duplicate original counterpart of the document by which the
assignment or reassignment is made, disclosing the name and address of each such assignee;
provided, however, that if such assignment is made to a bank or trust company as paying or
escrow agent for holders of certificates of participation in the Lease, it shall thereafter be
sufficient that a copy of the agency agreement shall have been deposited with Lessee until
Lessee shall have been advised that such agency agreement is no longer in effect. DURING
THE LEASE TERM LESSEE SHALL KEEP A COMPLETE AND ACCURATE RECORD OF ALL
SUCH ASSIGNMENTS IN FORM NECESSARY TO COMPLY WITH THE UNITED STATES
INTERNAL REVENUE CODE, SECTION 103(j), AND THE REGULATIONS, PROPOSED OR
EXISTING, FROM TIME TO TIME PROMULGATED THEREUNDER. Subject to the foregoing,
this Lease inures to the benefit of and is binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto. No further action will be required by Lessor or by
Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if
so requested.
19. Events of Default. The term "Event of Default", as used herein, means the
occurrence of any one or more of the following events:
(a) Lessee fails to make any Lease Payment (or any other payment) as it
becomes due in accordance with the terms of this Lease, and any such failure continues for
thirty (30) days after the due date thereof;
1� . .
(b) Lessee fails to perform or observe any other covenant, condition, or
agreement to be performed or observed by it hereunder and such failure is not cured within
thirty (30) days after written notice thereof by Lessor; or
(c) The discovery by Lessor that any statement, representation, or warranty
made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in
connection herewith is false, misleading, or erroneous in any material respect.
20. Remedies. Upon the occurrence of an Event of Default, and as long as such Event
of Default is continuing, Lessor may, at its option, exercise any one or more of the following
remedies:
(a) By written notice to Lessee, declare an amount equal to all amounts then due
under this Lease for the current budget year of Lessee and all remaining Lease Payments due
during the remainder of the current budget year to be immediately due and payable,
whereupon the same shall become immediately due and payable;
(b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it
will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in
Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is
located and take immediate possession of and remove the same;
(c) Sell the Equipment for the account of Lessee, holding Lessee liable for all
Lease Payments and other payments due to the effective date of such selling, and for the
difference between the purchase price and other amounts paid by the purchaser pursuant to
such sale, and the amounts payable by Lessee hereunder; and
(d) Exercise any other right, remedy or privilege which may be available to it
under applicable laws of the state of the Equipment Location or any other applicable law or
proceed by appropriate court action to enforce the terms of this Lease or to recover damages
for the breach of this Lease or to rescind this Lease as to any or all of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this
Lease and for all legal fees and other costs and expenses, including court costs, incurred by
Lessor with respect to the enforcement of any of the remedies listed above or any other
remedy available to Lessor.
21. Notices. All notices to be given under this Lease shall be made in writing and
mailed by cert-wed mail, return receipt requested, to the other party at its address set forth
herein or at such address as the party may provide in writing from time to time. Any such
notice shall be deemed to have been received five days subsequent to mailing.
22. Section Headings. All section headings contained herein are for the convenience of
reference only and are not intended to define or limit the scope of any provision of this Lease.
23. Governing Law. This Lease shall be construed in accordance with, and governed by
the laws of, the state of the Equipment Location.
24. Delivery of Related Documents. Lessee will execute or provide, as requested by
Lessor, such other documents and information as are reasonably necessary with respect to the
Transaction contemplated by this Lease. At the request of Lessor, Lessee will furnish Lessor
annual financial statements of Lessee within forty-five days after the end of Lessee's fiscal
year.
25. Entire Agreement; Waiver. This Lease, together with the Acceptance Certificate
and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitute the entire agreement between the parties with
respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered,
or changed except with the written consent of Lessee and Lessor. Any provision of this Lease
found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any
term, covenant or condition hereof shall not operate as a waiver of any subsequent breach
thereof.
26. Additional Provisions. Any amendments to the standard language of this Lease will
be set forth in Exhibit C attached hereto.
NA
By:
Tit
CITY OF LUBBOCK
By:
Title: MAYOP
ATTEST:
Evelyn Gaff , Citq Secr a T surer
A ROVED S TO CONTENT:
c.9::� J n Aldredge, Manager.of. I ormeti n Services
APPROVED AS TO FORM: 1
onald G. Vandiver, Asst. City Attorney
EXHIBIT A
CITY OF LUBBOCK
DESCRIPTION OF EQUIPMENT
Quantity Description Serial No.
IBM PC Network
EQUIPMENT LOCATION
*To be completed upon Lessee's acceptance of the Equipment.
EXHIBIT B
PAYMENT SCHEDULE
PAGE ONE OF ONE
Lessee:
City
of Lubbock
Fiscal Period:
Expiration Date:
Payment Payment
Interest Principal Concluding
Number Date
Payment
Portion Portion Payment
1 *
$ 4,712.40
2
2,356.20
3
2,356.20
4
2,356.20
5
2,356.20
6
2,356.20
7
2,356.20
8
2,356.20
9
2,356.20
10
2,356.20
11
2,356.20
12
2,356.20
13
2,356.20
14
2,356.20
15
2,356.20
16
2,356.20
17
2,356.20
18
2,356.20
19
2,356.20
20
2,356.20
21
2,356.20
22
2,356.20
23
2,356.20
24
2,356.20
25
2,356.20
26
2,356.20
27
2,356.20
28
2,356.20
29
2,356.20
30
2,356.20
31
2,356.20
32
2,356.20
33
2,356.20
34
2,356.20
35
2,356.20
NOTE: The payment amounts shown above are based on an Equipment Cost of
$70,000.00. In the event of a change in the Equipment Cost, the payment
amounts will be adjusted accordingly.
*To be completed upon Lessee's acceptance of the Equipment
NOTICE AND CONSENT TO ASSIGNMENT
Lessee Name : City of Lubbock May 11, 1984
Lessee Address: P.O. Box 2000, Lubbock, Texas 79457
Attention:
Re: Equipment Lease -Purchase Agreement dated March 22 1984 ,
between City of Lubbock essee a
NAL Financia Corporation Lessor
Gentlemen:
Please be advised that NAL Financial Cor oration has assigned all
its right, title and interest n an to the ove-re erence Equipment Lease -
Purchase Agreement (the "Agreement"), the equipment leased thereunder, and
the right to receive payments thereunder to Republic Bank -Greenville Ave.
(the "Assignee").
All payments due wider the Agreement should be made to the Assignee at the
following address: 7515 Greenville Avenue, Dallas, Texas 752SI
Please acknowledge your acceptance of the assignment your recordation of
the assignment pursuant to Section 18 of the agreement and your agreement
to make the payments due under the Agreement to the Assignee by the signature
of a duly authorized officer in the space provided on the enclosed counterpart
of this letter and return it to us at the address shown above.
Very truly yours,
NAL FINANCIAL CORPORATION
Title:
ACKNOWLEDGED AND ACCEPTED:
CITY OF LUBBOCK
By:
Titie:d��s ,�itsrsdssdt� `
ASSIGNMENT
This Assignment dated May 11, 1984 is hereby given by NAL Financial Corporation,
a Colorado corporation, P.O. Box 648, Parker, Colorado 80134 (the "Assignor") to
First Continental Leasing Corporation, 5307 E. Mockingbird, Suite 810, Dallas, Texas
75206, a Texas corporation, (the "Assignee").
WITNESSETH:
WHEREAS, Assignor has entered into that certain Equipment Lease -Purchase
Agreement dated as of March 22, 1984 (the "Agreement") with City of Lubbock (the
"Lessee"), pursuant to which the equipment more particularly described therein (the
"Equipment") is being leased to Lessee under the terms stated in the Agreement;
WHEREAS, Assignor desires to sell, assign and transfer to Assignee, all of Assignor's
right, title and interest in, to and under the Agreement and the Equipment upon the terms
and conditions stated below;
NOW, THEREFORE, in consideration of the premises,• the covenants contained
herein, and other good and valuable consideration received, Assignor hereby represents to
Assignee in connection herewith that:
1. Assignment. Assignor hereby sells, transfers, delivers, and assigns to
Assignee, its successors and assigns, all of its right, title and interest in, to and under
(1) the Agreement and none of the obligations thereunder, together with all amendments,
agreements, documents and writings relating thereto, and (ii) the Equipment.
2. Power of Attorney. Assignor irrevocably constitutes and appoints the
Assignee and any present or future officer or agent of Assignee, or the successors or
assigns of Assignee, as its lawful attorney with full power of substitution and re -
substitution, and in the name of Assignor or otherwise, to collect and to sue in any court
for payments due or to become due under the Agreement, or any part thereof, to
withdraw or settle any claims, suits or proceedings pertaining to or arising out of the
Agreement upon any terms as Assignor in its discretion may deem to be in its best
interest, all without notice to or assent of Assignor, and, further, to take possession and
to endorse in the name of Assignor any instrument for the payment of money received on
account of the payments due under the Agreement.
3. Payments. Assignor has authorized and directed the Lessee, in writing, to pay
to Assignee, its successors and assigns, all payments due or to become due under the
Agreement from and after the date of this agreement by forwarding such payments to the
following address: First Continental Leasing Corporation, 5307 E. Mockingbird, Suite 810,
Dallas, Texas 75206, a copy of which authorization and direction, the receipt of and
agreement to which has been acknowledged by the Lessee, has been furnished to Assignee.
4. Warranties and Covenants. Assignor hereby represents, warrants and
covenants to and with Assignee that:
(a) Assignor is a corporation duly organized, validly existing and in good �/
standing under the laws of the State of 4e�ea , I corpora a powers an authority to own ' /�'«}G
its respective properties and carry on its respective businesses as now being conducted.
(b) Assignor has full power, authority and legal right to enter into and -v
perform its obligations under this assignment and the Agreement and the execution,
delivery and performance of this assignment and the Agreement have been duly
authorized by all necessary corporate action on the part of Assignor, do not require any
stockholder approval or the approval or consent of any trustee or holder of any
indebtedness or obligation of Assignor or such required approvals and consents have
heretofore been duly obtained, and the foregoing do not contravene any law, governmental
rule, regulation, order or ordinance of any governmental entity having jurisdiction or the
Articles of Incorporation or Bylaws of Assignor and do not and will not result in any
breach of or consitute a default under any indenture, mortgage, contract, agreement or
instrument to which Assignor is a party or by which it or its property is bound.
(c) There are no pending or threatened actions or proceedings before any
court or administrative agency which will materially adversely affect the condition,
business or operation of Assignor or the ability of Assignor to perform its obligations
under this assignment or the Agreement.
(d) The Agreement and the Equipment are free and clear of all claims, liens,
security interests, encumbrances of any kind or character except the rights of the Lessee
under the Agreement, the same shall be and remain free of all claims, liens, security
interests and encumbrances arising through any act or omission of Assignor or any person
claiming by, through or under it.
(e) Assignor has and will comply with and duly and promptly perform all the
obligations of the Assignor under the Agreement and all related documents and
instruments.
(f) The Agreement delivered to Assignee herewith is an original and
constitutes the entire writing, obligation and agreement between the Assignor and the
Lessee respecting the Equipment, the lease thereof, and the payment therefor, by the
Lessee.
(g) The Agreement has been duly authorized, executed and delivered by the
Lessee and constitutes a legal, valid and binding agreement enforceable in accordance
with its terms.
(h) Assignor will make appropriate notations on its books and records with
entries regarding the Agreement indicating the entering into of this assignment.
(i) Assignor will indemnify and hold Assignee harmless from and against all
claims, losses, costs and expenses arising from or growing out of the failure of Assignor to
keep or perform any of the warranties, covenants or agreements contained in this
assignment.
5. Further Assurances. Assignor from time to time, at the request of the
Assignee, shall execute and deliver such further acknowledgments, agreements and
instruments of assignment, transfer and assurance, including bills of sale for the
Equipment, and do all such further acts and things as may be necessary or appropriate in
the opinion of Assignee to give effect to the provisions hereof and to more perfectly
confirm the rights, titles, and interests hereby assigned and transferred to Assignee.
6. Severability, Rights Cumulative. If any part of this assignment shall be
contrary to any law which Assignee might seek to apply or enforce or should otherwise be
defective, the other provisions hereof shall not be affected thereby but shall continue in
full force and effect, to which end they are hereby declared severable. All rights,
remedies and powers of Assignee hereunder are irrevocable and cumulative, and not
alternative or exclusive, and shall be in addition to all rights, remedies and powers given
hereunder, or in or by any other instrument or any other law now existing or hereinafter
enacted.
7. Notices. Any notice required or permitted to be given by Assignor or
Assignee to the other shall be deemed to have been given on the third day after it is
deposited in the United States mail, certified mail, return receipt requested, with proper
postage prepaid, and addressed to the party at such address as shown at the beginning of
this assignment or at such other address as one party shall hereinafter furnish to the other
in writing.
8. Headings. The headings of the sections of this assignment are for
convenience only and shall not be used to interpret or construe this assignment.
9. Entirety; Amendments. This assignment contains the entire agreement
between Assignor and Assignee with respect to the subject matter hereof and supersedes
all prior agreements and understandings relating thereto. No other agreements will be
effective to change, modify, or terminate this assignment in whole or in part unless such
agreement is in writing and duly executed by Assignor and Assignee. No representations,
inducements, promises, or agreements, oral or otherwise, that are not embodied herein (or
any written instrument or document delivered pursuant hereto or in connection herewith)
will be of any force or effect.
10. Parties Bound. This assignment will be binding on Assignor and its successors
and assigns, and will inure to the benefit of Assignee and its successors and assigns.
11. Governing Law. The substantive Laws of the State of Texas will govern the
validity, construction, enforcement, and interpretation of this assignment and the rights
of the parties hereunder.
IN WITNESS WHEREOF, Assignor has executed this assignment as of the date first
above written.
NAL FINANCIAL C ORATION
By:
Title:
THE STATE OF TEXAS
.awS Wulprnant. qnr wn
K
COUNTY OFBO nB1 C MCKQe
ante, ■uasllpl� ar 'eo.ta for
ia�a «*�'farthe Pro
s
r
Before me a Notary Public in and for Lubbock County, Lubbock, Texas, Gene Eads, PW_
personally appeared Twila Auf11t. Account Manager
`ba'Ia°mbna°ar•
of the SOU[ Pra0a6Alf wl I ba melved In Roca
pers Corporation, publishers of the Lubbock Avalanche -.Journal
— Morning, Evening 119,, W II!'. u""'':OOp•"'-A0"!
CITYOFIUBBOCK--'
being by me duly sworn did depose and say that said newspaper has been published con /4/GENE,EAOS -
PyRCNA5IN6;4NAGER
than fifty-two weeks prior to the first insertion of this Lena 1
Noti a-69
w0 rd-522. 77No. 886637 at Lubbock County. Texas and the attached print-
ed copy of the Notice is a true copy of the
original and was printed in the Lubbock
Avalanche -.Journal on the following dates: April 17 r 1984
L-9452
Account Manager
,�3�415161%
LUBBOCK AVALANCHE -JOURNAL
Southwestern Newspapers Corporation
Subscribed and sworn to before me this 17th day of AP ri I lg$4_ rySgC��jf
FORM 58.10
Thii ArxRtcirtg Statement is presented
-1. Debtor(s) Name and Mailing
Ctiy a4�i.►bock`
P.O. Box MW
Lubbock, U 79457
to a hing Officer far filing purswnf to the Unifortn Commercial Code. `3. For Filing Officer, {om.,
Address: 1 2. Secured Partv(fes) Name and Address:I Fling oM'a'):
BAL Ficancial W*oratten
P.O. Box 648
Parker,,Colorado 80134
4. This Financing Statement covers the following ty es (or items) of property.
(WARNING: If collateral is crops, fixtures, timber or minerals, read instructions on
back.)
See Exhibit A attached berreta ,
a. Name and Address of Assignee at Decurea
Party: (Uw this •pace to dewib• coltatemt, If
...d.d)
I
Check only if applicable Number of additional sheets presented A
❑ This Firancin5 Statement is to be filed for record in the real estate records. ❑ Products of collateral are also covered.
6.This Statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral
( plpropriate boz) ❑ •taridawbi—1 to a +•cavity interest in arwth.r jurisdiction wh.n it was brought into this slat., or when the d%in .btos i«otion wchanged to thi.
❑ already wbiwt to a financing statement filed in onothw county.
❑ which is F, « W. of the originot collateral described above in which ,security inte...I was p•rfxted. or
0 a. to whkh eh. filing has lap..d, or
❑-wir.d;I.r o thong. of name. W-lily o corporate arucrur• of m. debtor.
"Note: Attaching additional pages to a standard form will render the form into e n s ndar
Use whichever signature line i o /
/ Signoture(s) of Debtor) 5' ur s o ecure tPhy ies) -
DEBTOR COPY —DETACH BEFORE MAILING
^ ' rn s .n7 f APPROVED BY SECRETARY OF STATE OF TEXAS