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Home My WebLink About12875 ORD - 10/29/1975ti • MLM:vp:10 /15/75:lst. AN ORDINANCE APPROVING THE TRANSFER OF THE TRASH CAN FRANCHISE, GRANTED BY ORDINANCE NO. 11838, FROM DTACT ADVER- TISING COMPANY OF SHREVEPORT, LOUISIANA, TO LITTER - LES, INC. WHEREAS, a trash can franchise was granted to Impact Advertising Company by Ordinance No. 11838, passed and approved by the City Council on December 19, 1973; and WHEREAS, ownership of the said Impact Advertising Company has been transferred to Litter -Les, Inc., in accordance with the terms of the Buy -Sell Agreement between the parties, attached hereto as Exhibit "A"; and taHEREAS, the City Council finds that Litter -Les, Inc. will £aith- fully perform the rights and obligations imposed on the franchise holder by said Ordinance No. 11838: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That all rights and obligations created by and arising from Ordinance No. 71838, granting trash can franchise to Impact Advertising Company of Shreveport, Louisiana, are hereby transferred to and imposed upon Litter -Les, Inc., for the remainder of the term of the franchise granted by Ordinance No. 31838, passed and approved by the City Council on December 19, 1973. SECTION 2. The transfer of franchise granted by this ordinance shall become effective upon receipt by the City Secretary of a letter of acceptance signed by the President of Litter -Les, Inc., attested by the Secretary, stating that the terms of this ordinance are fully accepted by Litter -Lea, Inc. IL28'75 STATE OF LOUISIANA - ?ARISH OF CADDO BUY -SELL AGRZEMENT BEFORE ME, the undersigned'. Notary Public in and r.:.. the Parish of Caddo. State of Louisiana, came and appeared CLAUD=. ROBINSON and WILLIAM H. ROBINSON, both persons of full age of majoV.': doing business under the name of IMPACT ADVERTISING COMPANY, herein- after referred to as SELLORS, and JAMES F. RICHARDS, individually, and as agent and representative of LESTER YANIN, Trustee, and IMPACT ADVERTISING COMPANY, INC,,.hereinafter referred to as PURCHASERS, who did state that the SELLORS desire to sell, transfer and convey any er-- all title and interest in and-to the property hereinafter describEC. which property was' used in IND?ACT ADVERTISING ioMPANY 'and the PU &a; .1_. � .- desire to purchase. 'this property. The-consideration shall be FIFTY -SIX THOUSAND, SEV= -':, HUNDgW SIXTY -THREE & 89/100 ($568963.89) botLARS, payable as folk.;--.. Tha PURCHASERS shall, Pay off AftY and, all obligations and liens outstanding aggdiast 'the.Praperty, so conveyed herein, which are listed hereinbelow. ighinh indehted1ko4a thereon is stated to be the ambunt,of $17.963.89:. 1973 Chevrolet 3/4 Ton pickup; Fiwa (5) 1973 Chevrolet El Cam nos; 1972. Chevrolet E1 Camino; 1972 Buckskin Trailer, 1973 Dodge 314 Ton pickup; 1973 Buckskin Trailer- 1974'Chevrolet El Camino, all of which are identified more fully on the attached. Xerox copies of the title certificates ; The PURCHASERS shall pay note #2,114,110,089, dated March 17, 1974, executed by CLAUDE L. ROBINSON, in the amount of $10,000.00; with the balance of- .$10,000.00- due; and payment of note #21,114,110,062 in the original -amount of $4,500.00 maturing June 22, 1974, upon which a balance of .$1,500.00 is due, both noises presently being held by the First National,Bank, Shreveport, Louisiana; And, one (1) check dated April 16, 1974, in the amount of $22,500.00, drawn on the Guaranty. National Bank, Houston, Texas. 'For further consideration for This agreement. C. ROBINSON and WILLIAM H. ROBINSON agree not to- compete in any bu: :.. of a similar nature fora period of five (5) years in the arean :. sidered.as the marketing areas of--the-business formerly known a- PAGE ONE OF THREE PAGES. ,an IMPACT ADVERTISING COMPANY, except as to WILLIAM H. ROBINSON, and he will continue to work for and sell in the manner he has in the past for IMPACT ADVERTISING COMPANY, INC., a•Texas corpora- tion, being foamed simultaneously with this agreement, the terms and conditions of his employment and interest therein will be set forth in a separate! agreement. The part cif the tonsideration allocated to CLAUDE L. ROBINSON and WILLIAM H. ROBINSON for their execution of .this non - competition clause is TEN THOUSAND & NO 1100 ($10,000.00) DOLLARS ez:ch. The SELLORS agree and warrant that all statements of fact contained in this agreement are true and co-.^reet and egrea to bald theUR9ER5 harmless from any liability arming from any incorrect statment contained herein., It is understood that the SELLORS' are conveying any and all interest_to all accounts receivable, including any monies to be recovered in any pending lawsuits. It is further understood: that. the SELLORS are cortvey- •ing any.and•all interest to 'all outstanding contracts and the PUR- aintenance and faithful performance on any CHASERS.will.assume the m existing contracts and specifically cans previously placed with advertising. The SETLORS specifically convey and assume any and ve to any lease auO or-pe'rmits from any all interest that they ha municipalities, towns, or private individuals for the placemenc of cans. The SELLORS warrant and the PURCHASERS take cognizance of the fact that all salesmens working for the SELLORS have been treated as independant contractors and that no FICA or local or federal income•tax have been withheld from their pay. The SELLORS. warrant that there are no outstanding notes or obligations which contain recourse clauses, which could be interpretated as imposing an obligation upon any of the SELL:]:. . The SELLORS agree to keep in full force and effe_t all insurance contracts covering the motor vehicles, trailers, o-. any ocher liability policies pertaining to the business until Ma:' i 1974, and it is understood that any unused premiums shall be re- PAGE TWO OF THitEE PAGES.. funded to the SELLORS. It is understood that the SELLORS shall be • relieved of any and all liability under existing indemnity agree- ments, which they have with any municipalities or private individuals. The parties to this agreement take cogra;rz ce of tha fart and awareness of the Louisiana Bulk'Sales Law and specifically agree not to comply with the provisions thereof. The SELLORS warrant that they have good, valid and merchan- table title to any and all property herein conveyed, sLbject to oiut- standing chattel mortgages, which the PURCHASERS take cognizance of without a detailed audit or accounting, and the SELLORS agree that all sales tax, local,state and federal, if any. have been paid. It is undeebtoda that any taxd® that may be assessed by.the hate or local governments on any property held for production shall be tba responsiblity of the SELL®RS up to the date of this ag'Ceemerit,to transfer and dubsequent to this agreement; the 'responsibility of the -r i.+dci;eu.aERS. WHEREFORE the parties have placed their signatures on this the _day of 1974. NLLIAM LORS: . R B tN H. ROB Tter. F. R S, as -- a gent and presentative of LESTER KAMINi rustee, and IMPACT ADVERTISING COMPANY, INC. PAGE THREE OF THREE PAGES. 026 ®08 � r TE Op STATE OF TEXAS OFFICE OF THE SECRETARY OF STATE AUSTIN, TEXAS 787u BRUCE HUGHES- MARK W& WHITE& JRs APR 24 &,1974 SECRETARY OF 6TATEi ASST& SECRETARY OF STATE • WILLIAM As OLSON 3460 UNITED OAS -BLDG HOUSTON&TX.77002 RE: IMPACT ADVERTISING COMPANY CHARTER NO0 41168 -0 DEAR SIR: IT HAS BEEN OUR PLEASURE:TO APPROVE'AND,PLACE ON RECORD THFiARTICLES OF INCORPORATION. THAT CREATED YOUR CORPORATIONS WE EXTEND& OUR- BEST WISHES. FOR SUCCESS IN YOUR;NEW VENTURE. AS A CORPORATION+,YOU ARE :SUBJECT 'TO THEIFRANCHISE.TAX�LAWSG THE' COMPTROLLER OF PUBLIC ACCOUNTS ADMINISTERS'THESE:LAWS• FRANCHISE: TAX I9 DUE; ONE YEAR! AND NINETY DAYS FROM THE: DATE OFi THEi CERTIFICATE&. AND YOU WILL BE +CONTACTED BY THE COMPTROLLER CONCERNINOT THE, PAYMENT' THEREOF* IF +THE CORPORATION SHOJLD BE'EXEMPTb YOU MUST'APPLY'TO THE COMPTROLLER FOR SUCH.EXEMPTIONs THE!SECRETARY OF,STATE CANNOT'MAKEi SUCH A DETERMINATION FOR YOUR CORPORATION' WE SUGGEST THAT YOU KEEP THIS LE(TER AS:A._REMINDERo OR &,SO MARK;YOUR RECORDS THAT YOU WILL' NOT UNWITTINGLY' BECOME; LIABLE: FOR! STATUTORY' PENALTIES FOR LATE FILING AND LATE PAYMENT• 1F. WE CAN BE. OR, FURTHER SERVICE AT ANY' TIMto PLEASE: ADVISE'& VERY -TRULY YOURSJ: MARK W® WHITb JR& SECRETARY M STATE: BY{ BILL'+KIMBR000H DIRECTOR. CORPORATION DIVISION CE:�TIFIC; ;TK OF FILI, _' OF AKP1ZL.S OF 41"Et,DHEP:T FL:R LITTER -ALES INC- Fu RmL-RLY 1;S!'ACT ADVERTISING CO'�?A''Y CHARTER ivG. 341165 THE AS SECRETARY OF IT.gTc uF THE 3TA7E OF TEXAS• HEREBY CERTIFiti THAT u'J?LIC4TE ORIGINALS OF THE ATTACHED FOR THE A3GVE, DULY SIG -ED A'jJ V= RIFIED* HAVE gEEI,; FECEIVED IN THIS OFFICE A:,D +,,,E F3JN) T C,;.4Fjr(2 TC LAw. ACCORDIN3LY THc U�JtRSIG;,F.Ds AS SUCH SECRETARY OF STATE* AND BY vi iTUE. OF Tnc A_TFIJRITv TESTED T'ki HI,i FJY LA',�• - IEREBY ISSUES THIS CERTIFICATE AND ATTACHc.9 HERETO THE OUaLiCJLTE ORIGINAL• DATED DEC• �Sj 19"" Secretary of Stnte C E C Cm a- pS Op "State of QLi=as AteretwU of Mate CE:�TIFIC; ;TK OF FILI, _' OF AKP1ZL.S OF 41"Et,DHEP:T FL:R LITTER -ALES INC- Fu RmL-RLY 1;S!'ACT ADVERTISING CO'�?A''Y CHARTER ivG. 341165 THE AS SECRETARY OF IT.gTc uF THE 3TA7E OF TEXAS• HEREBY CERTIFiti THAT u'J?LIC4TE ORIGINALS OF THE ATTACHED FOR THE A3GVE, DULY SIG -ED A'jJ V= RIFIED* HAVE gEEI,; FECEIVED IN THIS OFFICE A:,D +,,,E F3JN) T C,;.4Fjr(2 TC LAw. ACCORDIN3LY THc U�JtRSIG;,F.Ds AS SUCH SECRETARY OF STATE* AND BY vi iTUE. OF Tnc A_TFIJRITv TESTED T'ki HI,i FJY LA',�• - IEREBY ISSUES THIS CERTIFICATE AND ATTACHc.9 HERETO THE OUaLiCJLTE ORIGINAL• DATED DEC• �Sj 19"" Secretary of Stnte C E C Cm a- 0 - THAT THE FOREGOING ORDINANCE WAS READ F T E FIRST TIME AND PASSED TO ITS SECOND READING ON THIS THE� 9 DAY OF FOLLOWING VOTE: 5 THE JASON LuBY ✓F. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GAGE LOZANO, SR. EDWARD L. SAMPLE THAT THE FOREGOING ORDINANCE AS R D F T E .ECONO TIME AN .XASSED TO ITS THIRD READING ON THIS THE�DAY OF QQ�j��g FOLLOWING VOTE: IV `C , 19B BY THE JASON Lu9Y DR. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE THAT THE FOREGOING OR DI FINALLY ON THIS THE�DAY 0 JASON LUBY DR. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE x il V., �Cl IE THIRD TIME AND PASSED 97�BY THE FOLLOWING VOTE: PASSED AkD APPROVED, THIS THEOWDAY OF ZL61�L,J 19L`( ATTEST: /e�4Y *SECRETARY APP VED: DAY OF _ 9 I 1 f /+-5S7-,CITY ATTORNEY MAYOR u THE CITY OF CORPUS CHRISTI, Ttes