HomeMy WebLinkAbout01-1936 THIS SPACE FCR USE OF FILING OFFICE
FINANClN~ STATEMENT _ FOLLOW INSTRUCTIONS CAREFULLY
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T his Firx::::r~ng S fctement is presented for filing pursucnt to the Uniform
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A.NAME & TEL. # OF CONTACT AT FILER (ol~io3(::t) B. FILING OFFICE ACCr # (optional) (~ ;-"~-" ....... . :: ...........
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(::nd Mdling Adctess) m,--, · ' ........ j',,,t, ~,~
LEXIS DOCUMENT SERVICES INC
BOX 2969
SPRINGFIELD, IL 62708 "/~,t.
D. OPTIONAL DESIGNATiON.0~ Cl:~io:~e): LESSCR/LESSEE CONSi~~Si~EE
]. ' NON-UCC FILl,
C~ MESSIAH COLLEGE PA-Cumberland County
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]c MAILING ADDRESS
1 COLLEGE AVENUE CITY
GRANTHAM POST AL
Icl. S.S. C~TAX I.D.# ]e. TYPE OF ENTITY 17027
ADD'NL INFO RE ENTITY'S STATE
ENTITY DEBTOR C~ CC~NTRY OF ]~ ENTITY'S ORGANIZATIONAL I.D.#, if
2. ADDIT ICNAL DEBT C~'S EXACT FULL LEGAL NAME insert only one ds~or noT~ (20 or 2b)[~] NONE
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2c~ ENTITY'S NAME
T NAME
2c MAILI
CITY
POS T AL CODE
2d. S.S. C~ TAX I.D.# OPTIONAL TYPE OF ENTITY ENTITY'S STATE
ADD'NL INFORE C~ COUNTRy OF 2~ ENTITY'S ORGANIZATIONAL I.D.#, if cny
3C MAILING ADDRESS E
5.~HUTTON CENTRE DRIVE,SUITE 500 9
ALL OF THE GOODS, FURNITURE, FIXTURES, EQUIPMENT, GENERAL
LIMITED TO ALL LICENSES, AND OTHER PERSONAL PROPERTY NOW INTANGIBLES, INCLUDING BUT NOT
UNIVERSITYLEASE.COM TO LESSEE, WHEREVE OR HEREAFTER LEASED BY
UL-00972, LEASE SCHEDUL - R LOCATED, UNDER LEASE
HICOM 300E PH ~. ........ E _NO. 01, INCLUDING BUT NOT A_G_REEMENT ORDER NO.
REP ~~ ..... .O-_._~_oz~.z.,:m, ASSOCIATED SOFTWARE LIMITE_D__TO THE FOLLOWING: SIEMENS
L~.~.,,.~-~. ~a~TS, SUBSTITUTIONS, ADDIT . AND PRODUCTIVE USE COSTS, PLU
UPGRADES, REVISIONS NE IONS, ATTACHMENTS M S ALL
, W VERSIONS, ENH , ODIFICATIONS, UP
AND ALL OTHER PROP~ .......... ANCEMENTS, ACCES~ ........ DATES,
-.~z u~l)~.'R THE LEASE ~~,m .... ~.L-.~ _AND THE PROCEEDS THEREO
AGREe,......, ~
DEBTOR/LESSEE AFTER THE FILING OF THIS UCC-1 STATEMENT. CEPTED BY
~u~ ~t'~EDULE ACQUIRED AND AC F,
5.
BCiK .~(a]) in collateral drea~ subjed to asecurity interest in crK)fher jurisdcfion when it wc~ br~ into this stcle, or when the
6. REQUIRED SIGNAT URE(S)
stcrnp
MESSIAH COLLEGE
(or reoarcla~ in the REAL ESTATE REO3RDS record)
[ADDITIONAL FEE]
(optional)
Dsi~or
(1) FILING ~ER COPY- NATIONAL FINANCING STATEMENT (FORM UOC1)(TRANS)(REV. 12/18/95) t~e~,ices
.. .... . tP_,.~, .
UniversityLease.com L E A S E
5 Hutton Centre Ddve, Suite 500, Santa Ana, California 92707
800-317-8687 · Facsimile 714-436-6617 ~ORDER NO.
1. AGREEMENT/LEASE. UniversityLease.com agrees to lease to Lessee the hardware, software and/or other equipment ('P, operty") described on the Lease
Schedule(s) ('Schedule(s)") referencing this Lease Agreement ("Agreement") and Lessee agrees to lease from UniversityLease.com the Property subject to the
terms set forth herein and on each Schedule(s) that the parties may from time to time enter into with respect to this Agreement. Each Schedule identified as
being a part of this Agreement incorporates the terms of this Agreement and constitutes a separate lease agreement and is referred to herein as the 'Lease".
The Lease is in force and is binding upon Lessee and UniversityLease.com upon signed acceptance by UniversityLease.com.
2. UNIFORM COMMERCIAL CODE ACKNOWLEDGMENT: Lessee acknowledges that it has received and approved any written 'Supply Contract" covering
the Property purchased from the Supplier for lease and UniversityLease.com has informed or advised Lessee. either previously or by this Lease, of the
following: (i) the identity of the Supplier; (ii) that Lessee may have dghts under the Supply Contract; and (iii) that Lessee may contact the Supplier for a
description of any such dghts. This Lease is a 'Finance Lease". (The terms 'Finance Lease", "Supply Contract" and 'Supplier" as used in this Lease have the
meanings only as ascribed to them under Division 10 cf the Califomia Uniform Commercial Code and have no effect on any tax or accounting treatment of the
Lease). This provision survives termination of the Lease'.
3. NO W'M:IRAN'"':S: UNIVERSITYLEASE.COM IS NOT THE &,ANUFACTURER, DEVELt~,PER, PUBLISHER, IXSTRIBUTOR, LICENSOR OR
"SUPPLIER" OF TIlE PROPERTY AND MAKES NO EXPRESS oR IMPUED WARRANTY OR REPRESENTATION AS TO FITNESS, QUALITY, DESIGN,
CONDITION, CAPACITY, SUITABILITY, VALUE, MERCHANTABILITY, OR PERFORMANCE OF THE PROPERTY OR THE MATERIAL OR
WORKMANSHIP THEREOF OR AGAINST INTERFERENCE BY LICENSORS OR OTHER THIRD PARTIES, IT BEING AGREED THAT THE PROPERTY IS
LEASED "AS IS" AND THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. Lessee selected the Property and represents that all the Property is
suitable for Lessee's purposes. UniversityLease.com assigns to Lessee during the term of the Lease any warranty rights it may have received from the
Supplier as a result of UniversityLease.com's purchase of the Property. If Lessee has any claims regarding the Property or any other matter adsing from
Lessee's relationship with the Supplier, Lessee must make them against the Supplier. This provision survives termination of the Lease.
4. AUTHORIZATION DATE AND LEASE DURATION: A Schedule commences and rent is due beginning on the date that Lessee certifies in writing to
UniversityLease.com that all of the Property has been received and accepted by Lessee as installed, tested and ready for use, and Lessee authorizes
UniversityLease.com in writing to disburse payment to the Supplier ('Authorization Date'}. Unless and until Lessee provides such written authorization,
UniversityLease.com will not disburse payment to Suppliers. The Term of each Schedule is reflected on the Schedule and begins on the first day of the
calendar month following the Authorization Date. Lessee has the right to use the Property at the specific locations shown on the Schedule throughout the
duration of this Lease in accordance with the provisions of this Lease. The Term extends for an additional twelve month pedod ("Extension Term") at the rental
rate delineattM on the Schedule unless Lessee provides to UniversityLeaee.com written notice of Lessee's election not to extend the Term at least one hundred
eighty days pdor to the expiration of the Term.
5. RENTALS: The rent payable is shown on the Schedule(s). The monthly rent is due to UniversityLease.com, in advance, for each month or portion of a
month beginning on the Authorization Date and continuing for each month that this Lease is in effect. Rent for portions of a month are based on a daily rental
equal to one-thirtieth of the monthly rent. ALL RENTS SHALL BE PND WITHOUT NOTICE OR DEMAND AND WITHOUT ABATEMENT, DEDUCTION OR
SETOFF OF ANY AMOUNT WHATSOEVER. THE OPERATION AND USE OF THE PROPERTY I$ SOLELY AT THE RISK OF LESSEE AND THE
OBUGATION OF LESSEE TO PAY RENT UNDER THE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL TO THE EXTENT PERMI1TED BY
APPUCABLE LAW, LESSEE HEREBY WAIVES THE FOLLOWING RIGHT~ AND REMEDIES CONFERRED UPON LESSEE BY LAW: (I) RIGHT TO
CANCEL OR TERMINATE THIS LEASE, (11) RIGHT TO REJECT THE PROPERTY, (111) RIGHT TO REVOKE ACCEPTANCE OF THE PROPERTY, (IV)
RIGHT TO RECOVER DAMAGES FROM UNWER~LEA~E.COM FOR ANY. BREACH OF WARRANTY, AND (V) RIGHT TO RECOVER ANY
CONSEQUENTIAL DAMAGES WHATSOEVER.
Rents will be paid to UniversityLease.com unless othen~se instructed in writing by UnivemityLease.com or its assignee.
· · · · O. · · · · · · · · · · · · · · ·
THIS LEASE AGREEMENT AND THE APPUCABLE SCHEDULE(St CONTAIN THE ENTIRE AGREEMENT BETWEEN UNIVERSrrYLEASE. COM AND
;- -= .?, S E -_,; WITH HE~i'EC'I 'ilj .'~tE tiUBJECT IdATIER HE;IF. OF. '~IE I.E~k~. CAf~ ONL'f BE MGDII-iED IN WHiTII~, ~;,ilH ;~d'.;N M~}UiI-IGAil;JNb
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(Signature) L
L.is Lease is subject to ,af:ceptance by UniversityLease.com's Finance Committee. By signing below, the signer eerUflee that he or she has mad this
Agreement, INCLIJDING THE REVERSE SIDE, he~ heel an oflpc~nl~ to dlecuaa ito terms with UnlvemityLeaae. com, and is authorized to sign
on behalf of ~. Until this Lease has been signed by an authorized signer of UniversityLease.com, it will constitute a firm offer by Lessee.
LESSEE/OFFEROR
OFFER: ACCEPTANCE: UniversityLeaae.com
Signature: ' ~ ;Signature: ,
Name:
,
TrUe: I/"~',,'~. ~¢,,f,'~,~,~ /~/~~,,~o ,t" ,~_~_--cr'_ Title:
,,
Date: _,~~/""C'~'t ,~, ,,~..c,,,~ O I' Date:
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6. INDEMNITY: Lessee ~ssumes'liai3illty for, anti agrees at its ow~ expense to indemnify and defend UniversityLease.com, its employees, officers, directors and
assigns, from and against any and all claims, liabilities, losses, damages, and expenses (including legal expenses) of every kind or nature (including, Wittx3ut
limitation, claims based upon strict liability) arising out of the use, concli~ (including latent and other defects, whether or not discoveraUe by Lessee or
UniversityLease.com), operation or ownership of any items of Property (including, Wittx~ limitatk)n, any claim for patent, trademad< or copyrig~ infri~ent) or for
any interruptions of sen~ce, k3ss of business or consequential damages. These indemn~es and assumptions survive the terminatk)n of this Lease.
7. PERFORMANCE OF LESSEE'S OBUGATIONS BY UNIVERSITYLEASE.COM: If Lessee fails to perform any of its obligations under this Lease,
UniversityLease.corn may, at its oplk)n, perform them for Lessee without waiving Lessee's default. Any amount paid by UniversityLease.com, and any expense
(including reasonable attorney's fees) or any other liability incun'ed by UniversityLease.com as a result of its performance of Lessee's obligations will be payaUe by
Lessee to UniversityLease.corn upon demand.
8, FURTHER ASSURANCES AND NOTICES: Lessee's signing of this Lease constitutes a firm otfer. In consideration of UniversltyLease.com's time and effort in
reviewing and acting on the offer, Lessee agrees that its offer is irrevocable for twenty business days after UniversityLease.corn's receipt of the offer and of all credit
information requested by UniversityLease.com. UniversityLease.com's signing of the Lease, including the Schedule, cons~es acceptance of Lessee's offer.
Lessee agrees to sign and provide any documents which UniversityLease.com deems necessary for confirmation, assignment and assurance of performance by
Lessee of its obligations under the Lease or for perfection of this Lease and the Property including, but not limited, to the signing and filing of Uniform Commercial
Code (UCC) Financing Statements (which Lessee agrees may be signed by UniversityLease.com on Lessee's behalf). Lessee authorizes UniversityLease.com to
insert apl~i~e dates as necessary to complete all documentation for the Lease. Prior to UniversityLease.com's acceptance of the Lease and for the duration of the
Lease, Lessee agrees to promptly provide UniversityLease.corn with all credit information reasonably requested by UniversityLease.corn including, but not limited to,
comparative audited financial statements for the most current annual and interim reporting periods. Lessee's failure to provide such information to
UniversityLease.com is an event of default under the Lease. All notices to UniversityLMse. com must be in writing and ~ent certified mail return receipt
req~ to the addree~ shown above or such other address ae to which Lessee has been notified In writing.
9. DEFAULT: If rent or any other amount is not pak:l within ten days of its due date, Lessee agrees to pay a late charge equaJ to five percent (5%) of the unpaid
amount. Eacl~ month thereafter, past due amounts remaining unpaid hereunder shaJl bear interest at the lesser of one and one half percent (1 1/2%) per month,
compounded monthly or the maximum rate allowed by law. An Event of Default shall occur if: (a) Lessee fails .tO pay any rent or other payment under the Lease
when d:~e ~nd ,,*he f.~Jlure continues for ten days; (b) Lessee fails to perfo,.-m or observe any of the covencnts or obligations in this Lease other than Lessee's rental
obligations, and such failure is no~ cured within ten days ~,ner written noiJce has been r.,cwaod; (c) L ~.,see makes an assign~-ncnt ~ the bet efi~ of iL=, ,-.'editc,-s. flies
any petition or takes any action under any bankruptcy, reorganization or insolvency laws; (d) an involuntary petition is filed under any bankruptcy statute against
Lessee or any receiver, trustee or custodian is appointed to take ~ssion of Lessee's properties, unless such petition or appointment is set aside or withdrawn
within sixty days of said filing or appointment; (e) Lessee attempts to or does remove, transfer, sell, sublicense, encumber, part with p(~session, or sublet any of the
Property; (f) Lessee attempts to assign or transfer this Lease or its interest under the Lease or moves any of the Property from the location(s) set forth on the
Schedule Without Universityl.ease.com's prior written consent; (g) Lessee undergoes a sale, buyout, ~ in control, or chartge in ownership of any type, form or
manner, as judged solely by UniversityLease.com; or (h) Lessee's credit worthiness materially deteriorates, as judged solely by UnivemityLea~.com.
10. REMEDIES: Upon an Event of Default, Universit~.com may exercise at its sole option any one or more of the remedies permitted by law, including but not
limited to the following: (a) through legal action, enforce performance by Lessee of the applicable covenants and obligations of this Lease or recover damages for the
breach of those covenants or obligations; (b) terminate the Lease and Lessee's dghts under the Lease; (c) by notice in writing to Lessee, recover all amounts due on
or before the date UniversityLease.com declared this Lease to be in default, plus, as liquidated damages for the loss of a bargain and not as a penalty, accelerate
and declare to be immediately due and payable all rentals and other sums payable under the Lease without any pmsenlment, demand, protest or further notice (all of
which are hereby expressly waived by Lessee), at which lime the same shall become immediate~ due and payable; and (d) lake immediate possess~ of the
Property, or any part of the Property, from Lessee free from claims by Lessee. In the case of Software, it is agreed that Lassee's unauthorized use, disclosure, or
transfer of Ihe Software will cause UniversityLeMe.com significant damages which, at ~ lime the parties enter the Lease, are impossible to quantify or predict.
Therefore, if Lessee is found to be using (in any manner) all or any portion of the Software afl. er the termination of this Lease, or if Supplier terminates a license of
Lessee's right to use the Software for an alleged breach of the use, disclosure, or transfer resfl'ictlons imposed on Lessee, the parUas hereby agree that liquidated
damages shall be payable imme(tiately by Lessee to Universit~.com in an amount which is equal to two times the amount paid by UniversityLease.com for the
Software. The exercise of any of the foregoing remedies by UnivemityLease.com will not constitute a termination of this Lease unless UniversityLease.com so
notifies Lessee in writing. If Univemit~.~ ~ the Property, UniversityLease.com may rent or sell the Property in such a manner and at such ames
as UnivemityL~.~ may determine and without nolice to L_~___~ee. In the event Universit~.~ rents the Property, any rentals received by
UnivemityLease.com for the remaining Term(s) of the Schedule shall be applied to the payment of: (i) all (x3sts and expenses (including reasonable attorney's fees)
incurred by UniversityLease.com in enforcing its remedies under this Lease, and (ii) the rentals for the remainder of the Term(s) and all other sums then remaining
unpaid under this Lease. All rentals received by Unive~jt.ease.com for the period commef~ng after the remaining Term(s) shall be retained by
UniversityLease.com. Lessee will remain liable to UnivemityLease.com to the extent that the aggregate amount of the sums referred to in clauses (i) and (ii) above
exceed the aggregate rentals received by UniversityLease.com under ~_cJ~. agreements for the remaining Term(s) applicat~ to the Property covered by such
agreements. In the event that Univemit~.com sells the Property, the pn3ceeds will be applied to the sum of:. (1) all costs and expenses (including reasonable
attomey's fees) incurred by UnivemityLease.com in enforcing its remedies under this Lease and in distx3eing.of the Property, (2) the rentals accrued under this
Lease, but unpaid up to the time of such disposition, (3) any and all other sums other than rentals then owing to Un~.~ by Lessee under the Lease,
and (4) ~e ~pulated value c~ ';oul-J bc d~.e..'~'.-.~ned !n ~ cvor.,t ~ ~ Ca~, ~.mltf (3ccu .rre...,~ (.3s de,fir~.,~d in ~c tern',.= and cond~ to .~.~
.......... ~ on *~te date of ~.~
damages (as set forth in (c) above), and any remai~ amounts will be retained by UniverS.com. Lessee will remain liable to UniversityLease.com to the
extent that the aggregate enxx~ of lhe sums referred to in clauses (1) through (4) above exceeds the proceeds received by Universit~.com in connection With
the disposition of the Property. Unlv~.com's remedies under this Lease shall not be deemed exclusNe. Waiver of any default or breach of this Lease shall
11. DISPUTE RESOLUTION: THE PAR31E$ AGREE THAT ALL DISPUTES, WHETHER BA,~ED IN TORT OR CONTRACT, RELATING TO OR ARISING our
OF THIS LEASE (COLLECTIVELY, "I. EA~E DI~4~/TES") WILL BE SUBMII'rED TO THE O~E COUP, CALIFORNIA OFFICE OF ENDISPUTE, INC.,
DBA J-A-M-S/ENDISPUTE ("JAMS") FOR A TRIAL OF ALL I~UE$ OF LAW AND FACT CONDUCTED BY A RETIRED JUDGE OR JUSTICE FROM THE
PANEL OF JAMS, APeD PUR~J~ TO A-GENERAL REFERENCE UNDER CAUFORNIA CODE OF CIVIL PROCEDURE SECTION 638(1) (OR ANY
AMENDMENT, ADomoN' OR SUCCESSOR SECTION THERETO) UNLE~,~ UNIVER~~ OR rr~ ~NEE SELECTS AN ALTERNATIVE
FORUM. IF THE PARTIES ARE UNABLE TO AGREE ON A MEMBER OF THE JAM8 PANEL, THEN ONE SHALL BE APPOINTED BY THE PRESIDING
JUDGE OF THE CALIFORNIA SUPERIOR COURT FOR THE COUNTY OF ORANGE. IN THE EVENT THAT JAMS IN THE C0U~ OF ORANGE CE.4~E$ TO
EXIST, THEN THE PARTIES AGREE THAT ALL I.EASE DISPUTES WILL BE FILED AND CONDUCTED IN THE CAUFORNIA SUPERIOR COURT FOR THE
COUNTY OF ORANGE, UNLE~ UNIVER~TYLEA~E.COM OR ITS ~GNEE SELEC'r~'AN ALTERNATIVE FORUM. LESSEE AGREES TO SUBMIT TO
THE PEFI~:)NAL JURISDICTION OF THE CALIFORNIA SUPERIOR COURT FOR ALL LEASE DISPUTES. LE,%~EE WAIVES rr~ RIGHTS TO A JURY TRIAL
IN ANY ACTION ARISING OUT OF OR RELATING TO THIS LEASE. If any party t~)'this Lease brings any action to enforce any of ltte terms, or to recover for any
breach, then the prevailing party is entitled to recover from the other party reasonable attorney's fees and costs, including all JAMS-related costs and costs of
collection (including judgment enforcement and collection costs).
12. MI,~::~ELLANEOU$: All agreements, representations and warranties contained in this Lease, or in any document or certificate delivered pursuant to or in
connection with this Lease, shall expressly survive the termination of this Lease. If any provision of this Lease is determined by competent authority to be
unenforceable, such determination shall not invalidate the remaining provisions of the Lease. To the extent permitted by applicable law, Lessee waives any provision
of law which renders any provision hereof prohibited or unenforceable in any respect. This Lease has been entered into and shall be performed in California and,
therefore, THIS LEASE SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA
(EXCLUSIVE OF PRINCIPLES OF CONFEC'I' OF LAWS). Time is-of the essence of this Lease and each provision thereof.
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