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HomeMy WebLinkAbout10/1/2003 - STAFF REPORTS (7) DATE: OCTOBER 1, 2003 TO: CITY COUNCIL FROM: DIRECTOR OF COMMUNITY& ECONOMIC DEVELOPMENT APPROVAL OF THE FOREIGN TRADE ZONE OPERATING AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND INTERNATIONAL TRADE CONSULTANTS. RECOMMENDATION: That City Council approve a Foreign Trade Zone Operating Agreement between the City and International Trade Consultants (ITC), a foreign trade zone management firm, to activate and operate a general purpose zone site on city owned property. SUMMARY: The Community& Economic Development Department staff has been working with ITC, a foreign trade zone management firm, to accomplish the activation requirements for the City's Foreign Trade Zone#236. This agreement is a companion document to the management contract between the City and ITC for the activation and operation of the zone. BACKGROUND: The City of Palm Springs received a Grant of Authority establishing Foreign Trade Zone#236 in 1999. The City has five years to activate a zone site to meet the "sunset" provisions of the Foreign Trade Zones Act; the zone needs to be activated within eighteen months of the February 2004 expiration date or risk sunsetting. The activation process could extend beyond the expiration date. Staff has worked for the past several years to identify a user/operator for the FTZ. While there remain promising leads, the short term need is to activate the zone in order to "rest"the FTZ. Hiring an operator and identifing a site, no matter how small, accomplishes that. A site (office) has been identified at the City Yard that can be used to for the Foreign Trade Zone Activation. ITC will complete the activation application and operate the zone site for one year with a one year renewal term. The Operating Agreement does not include any exchange of funds between the City and Oper tor, though it does include a fee schedule that the Operator can charge zone users. .a Jot Ray ond, D re for Com u ' y& Eco is Development Approved:''g� � g City�C`anager Attachments: '� Litr 1) Minute Order 2) Operating Agreement FOREIGN-TRADE ZONE OPERATING AGREEMENT by and between THE CITY OF PALM SPRINGS and {OPERATOR/USER} General Purpose Zone and/or Subzone AGREEMENT NO. TABLE OF CONTENTS ARTICLE I. DEFINITIONS................................................................. 1 ARTICLE II. AUTHORITY GRANTED/ACCEPTED, TERM AND AGREEMENT SUBJECT TO TARIFF NO. 1................. 2 2.01 Authority Granted................................................ 2 2.02 Authority Accepted.............................................. 3 2.03 Term of Agreement............................................. 3 ARTICLE III. CONSTRUCTION, REPAIR AND MAINTENANCE....... 3 3.01 Construction........................................................ 3 3.02 Repair and Maintenance..................................... 3 ARTICLE IV. USE OF NAME AND ADVERTISING............................. 4 4.01 Advertising........................................................... 4 ARTICLE V. ESTABLISHMENT OF TARIFFS.................................... 4 5.01 Foreign-Trade Zone Regulations and Rate Schedules................................................... 4 ARTICLE VI. ADMINISTRATION AND OPERATION OF ZONE......... 5 6.01 Federal, State and Local Laws and Regulations. 5 ARTICLE VII. CHARGES AND FEES................................................... 5 7.01 Application and Activation................................... 5 7.02 Annual Administrative Charges.......................... 5 ARTICLE VIII. CUSTOMS EXPENSES................................................. 5 8.01 Customs Service Personnel.............................. 5 8.02 Customs Service Bond...................................... 6 8.03 Customs Charges............................................... 6 ARTICLE IX. ACCESS TO SITE.......................................................... 6 9.01 Right of Entry and Inspection............................. 6 ARTICLE X. RESPONSIBILITY FOR AND ACCESS TO BOOKS AND RECORDS............................................... 6 10.01 Reports to Board, Customs and Grantee........... 6 10.02 Confidential information..................................... 7 ARTICLE XI. NONDISCRIMINATION.................................................. A 7 11.01 Nondiscrimination and Equal Opportunity.......... 7 ARTICLE XII. TERMINATION AND DEFAULT..................................... 7 12.01 Termination for Cause........................................ 7 12.02 Performance........................................................ 8 12.03 Grantee's Right to Terminate.............................. 9 12.04 Waiver...:............................................................. 9 12.05 Discontinuance of Trade Name.......................... 9 12.06 Breach of Contract.............................................. 9 ARTICLE XIII. DEACTIVATION OF ZONE SITE................................... 10 13.01 Deactivation of Zone Site.................................... 10 ARTICLE XIV. INDEMNIFICATION, INSURANCE, BONDING AND PAYMENT OF OBLIGATIONS....................................... 10 14.01 Indemnification.................................................... 10 ARTICLE XV. INTEREST OF PARTIES................................................ 13 15.01 Independent Contractor Status........................... 13 15.02 Sublease and Assignment.................................. 13 ARTICLE XVI. MISCELLANEOUS PROVISIONS................................ 14 16.01 Mandatory Operator Training............................. 14 16.02 Past Due Obligations.......................................... 14 16.03 Time of Essence................................................. 15 16.04 Construction of Terms and Conditions............... 15 16.05 Counterparts....................................................... 15 16.06 Further Instruments and Actions........................ 15 16.07 Headings............................................................. 15 16.08 Conflict of Interest............................................... 15 16.09 Integration........................................................... 15 16.10 Separability......................................................... 16 16.11 Notice to the Parties........................................... 16 16.12 Legal Action........................................................ 16 16.13 Waiver of Claims................................................. 16 y� FOREIGN-TRADE ZONE GENERAL PURPOSE ZONE and/or SUBZONE OPERATING AGREEMENT This AGREEMENT is made this V day of August, 2003, by and between the City of Palm Springs, California, ("Grantee"), and ITC, ("Operator"). RECITALS WHEREAS, the Grantee has received permission from the United States Foreign- Trade Zone Board ("Board") to establish a foreign-trade zone, designated as Foreign- Trade Zone No. 236; WHEREAS, the Operator desires to make use of foreign-trade zone status as a general purpose zone or subzone and wishes to activate the site described in Exhibit A- Site Description attached hereto and made a part hereof("Zone Site"); WHEREAS, the Grantee deems it practicable to limit its participation in the everyday operations of the Zone Site and to place the operation of the Zone Site under the supervision of Operator; and WHEREAS, upon the terms and conditions herein set forth, Operator desires to undertake the development and operational management of a general purpose zone or subzone within said location described in Exhibit A in accordance with standards of construction and operation approved by the Grantee and the Board, including those related to occupancy and use. NOW, THEREFORE, the parties hereto in consideration of the mutual agreements herein contained and covenants herein expressed, and for other good consideration acknowledge by each of them to be satisfactory and adequate, do hereby agree as follows: ARTICLE I. DEFINITIONS In this Agreement and in any amendment or supplement hereto (except as otherwise expressly provided or unless context otherwise requires), terms used as defined terms in the recitals hereto shall have the same meanings throughout this Agreement and, in addition, the following terms shall have the meanings specified below: A. "Act" shall mean the Foreign-Trade Zone Act of 1934, as amended, (19 U.S.C., 81a, et seq.). B. "Activation" shall mean initiation within Foreign-Trade Zone No. 236 of any activity authorized by the United States Foreign-Trade Zone Board and by the United States Customs Service to be conducted at the Zone Site. C. "Board" shall mean the U.S. Foreign-Trade Zone Board or any successor body or agency of the United States. D. "Bond" shall mean a bond or bonds paid for by the operator and issued by 2 �A-5� a surety company authorized to conduct business in the State of California and approved by Customs to insure against any loss of duty, taxes or other sums from operations within the Zone Site and in an amount satisfactory to the Grantee and to Customs. E. "City' shall mean the City of Palm Springs, California. F. "Contract documents" shall mean this Agreement, and all other documents executed on behalf of the Operator in conjunction with this Agreement. G. "Customs" shall mean the United States Customs Services or any successor body or agency of the United States. H. "Grantee" shall mean the City of Palm Springs, to which the privilege of establishing, operating and maintaining Foreign-Trade Zone No. 236 has been granted by the Foreign-Trade Zone Board. I. "Operator" shall mean the corporation, partnership or person that operates a general purpose zone or subzone under thee terms of an agreement with the grantee or an intermediary entity, with the concurrence of the Port Director. J. "Regulations" shall mean all applicable federal, state and local statutes, ordinances and regulations including the rules, statues, regulations, orders, decisions, ordinances or decrees of any governmental body, including judicial bodies having jurisdiction over the Palm Springs Foreign- Trade Zone No. 236, the Operator, or the operations conducted therein. K. "Subzone" shall mean a special-purpose zone established as part of zone project for a limited purpose that cannot be accommodated within an existing general-purpose zone. L. "Zone" shall mean those areas within the City of Palm Springs designated by the Board as Zone No. 236 under Order No. 1013 issued to the City of Palm Springs on February 3, 1999, and any other areas from time to time included by the Board in such Orders. M. "Zone Site" shall mean the physical location of a general purpose zone or subzone. ARTICLE II. AUTHORITY GRANTED/ACCEPTED, TERM AND AGREEMENT SUBJECT TO TARIFF NO. 1 2.01 Authority Granted The Grantee gives and grants to Operator for the term hereof and for any extensions as hereinafter provided, the authority to operate a general purpose zone or subzone activities at the properties described in Exhibit A, the Zone Site, subject to the terms, conditions, agreements and restrictions herein set forth. 3 4096 2.02 Authority Accepted Operator agrees during the term of this Agreement to exercise its rights and power in accordance with the terms and conditions of this Agreement and hereby assumes responsibility for the operation and management of said Zone Site. 2.03 Term of Agreement A. Term and Renewal. Unless terminated as herein provided, this Agreement shall remain in effect for five (5) years, provided that Operator has performed to the satisfaction of the Grantee as required herein, commencing on the first day of the month subsequent to City approval of this Agreement and shall, after such five year period, be renewed for three periods of five years each upon terms and conditions to be negotiated prior to the end of the then current period. If the parties cannot agree on the terms and conditions prior to the end of the then current period, the Agreement shall terminate at the end of such period. B. Term of Agreement (1) Length. The term of this Agreement shall be for a period of one (1) year commencing on August 1, 2003. ARTICLE III. CONSTRUCTION, REPAIR AND MAINTENANCE 3.01 Construction A. Operator agrees that it will construct the improvements and facilities at the Zone Site required by the Board and Customs in accordance with Regulations. B. Operator further agrees that it will not construct any additional Zone Site facility or make any substantial alterations to the improvements referred to in Section 3.01.A, which materially affect operation of the Zone Site, unless plans for such alterations or additional improvements are first submitted to grantee, for the concurrence of the Grantee, Board, Customs, and appropriate State and local agencies, as required by law. 3.02 Repair and Maintenance of Facilities A. Operator at its own expense shall at all times repair and maintain the structures and other facilities that Operator leases or owns within the Zone Site in a condition satisfactory to the Board or Customs to be consistent with the nature of the operations in the particular foreign-trade zone so as not to endanger the life and health of employees of the United States and others who may enter the Zone Site for any reason whatsoever. Accepted sanitary practices shall be followed in the construction, equipment, and operation of such buildings and other structures. Operator, in a timely manner shall make such repairs or alterations as may be 4 �� ordered by the Board or Customs. B. Operator agrees at the Zone Site in those areas where business is actively conducted and/or inventory stored pursuant to this Agreement, to provide at its own expense proper containers for trash to keep the Zone Site free and clear of rubbish, debris and litter at all times, and to keep and maintain the Zone Site in a safe, clean, wholesome and sanitary condition as required under applicable regulations. No offensive refuse matter or any substance constituting any unnecessary, unreasonable or unlawful fire hazard, nor material detrimental to the public health shall be permitted to be or remain on the Zone Site, and operator shall exercise reasonable care to prevent such material or matter from being or accumulating upon the Zone Site. Operator agrees to cooperate and participate in the City's recycling program(s), whenever possible, to meet the goals of the community. C. Operator shall be liable and shall make immediate payment of any fine, penalty, liquidated damage or other charge or assessment imposed by the Board or Customs for failure to make repairs or alterations as ordered by the Board or Customs. ARTICLE IV. USE OF NAME AND ADVERTISING 4.01 Advertising So long and only so long as this Agreement shall remain in force and effect, operator, in operational management of the Zone Site, may advertise its operations as being within "Palm Springs Foreign-Trade Zone No. 236'; however, no designs advertising, signs or forms of publicity, which refer to the Zone or subzone or use of Zone status (including form, color, number, location and size) shall be used upon or with respect to the Zone Site or other place of related business unless the same shall have been first approved in writing by the Grantee. The Grantee, or its authorized agents, may at any time after ten days' notice to Operator, enter the Zone Site and remove any unapproved signs or advertising media, and may keep or destroy such signs or other media without paying therefor, and without being deemed guilty of trespass or other tort. ARTICLE V. ESTABLISHMENT OF TARIFFS 5.01 Foreign-Trade Zone Regulations and Rate Schedules This Agreement shall be subject to the rates, terms and conditions of City of Palm Springs Foreign-Trade Zone No. 236, Tariff No. 1 as it now exists or may be amended or superseded ("Tariff'). Operator acknowledges it has received, read and understands the rates, terms and conditions of Tariff and agrees to be contractually bound by these rates, terms and conditions as if these terms were set forth in full herein except as may be modified by this Agreement. ARTICLE VI. ADMINISTRATION AND OPERATION OF ZONE qM9 5 6.01 Federal. State and Local Laws and Regulations In the performance of activities required and permitted by this Agreement, operator agrees to comply with regulations, the Tariff and the terms of this Agreement. ARTICLE VII. CHARGES AND FEES 7.01 Application and Activation The Grantee received the Grant of Authority on February 3, 1999. All expenses for the application has already been paid by the Grantee. Operator shall pay to Grantee a general purpose zone or subzone application fee in the amount as defined in Tariff No.1 Said fee shall be paid to Grantee upon execution of this Agreement. 7.02 Annual Administrative Charges A. Annual Administrative Charges - In consideration of the granting of this authorization to operate this Zone Site, operator agrees to pay to the Grantee, as detailed in the Tariff No 1 Agreement, an annual fee, commencing on the first day of the first full month after the date of activation of the Zone Site, and on such day for each succeeding year in which this Agreement remains in effect. Annual fee will be prorated to coincide with the City's fiscal year. ,B. Operator's Expenses - Operator further agrees to pay, or cause to be paid, all costs, expenses, and taxes (if any) of the Zone Site operation, including, but not limited to, construction, installation, improvements, security, maintenance and personnel, and as otherwise provided herein. ARTICLE VIII. CUSTOMS EXPENSES 8.01 Customs Service Personnel It is understood that from time to time it may become necessary for Customs personnel to be located at the Zone Site. In such event, the Operator shall be responsible for all charges for personnel billed by Customs, Grantee shall request that Customs bill Operator directly for any customs personnel expense attributable to such Foreign-Trade Zone operations at the Zone Site. In the event that such direct billing to Operator is not acceptable to Customs upon receipt of any billing for personnel expense by Grantee, Grantee shall promptly present the bill to Operator for payment. Operator agrees to make such payments promptly. 8.02 Customs Service Bond Operator shall pay the full cost of any bond required by Customs for all operations of the Foreign-Trade Zone at the Zone Site. Grantee shall request customs to accept the bond directly from Operator. In the event that Customs refuses to accept such bond directly from Operator, Operator shall promptly reimburse the Grantee for such Bond expense, and shall 6 154� establish a bonding arrangement whereby the bond of the Grantee, in a type and amount required by Customs, shall be fully backed by an equal bond placed by Operator. 8.03 Customs Charges Operator shall be responsible for the payment of all Customs charges or exactions including, but not limited to, duties, taxes, charges, fines penalties, interest, attorney, user and other fees, costs, liquidated damages, or expenses assessed due to the operation of the Zone Site. ARTICLE IX. ACCESS TO SITE 9.01 Right of Entry and Inspection Representatives of Customs, the Board, Grantee and any other authorized federal, state or local officials shall have the right to enter upon the Zone Site any time for the authorized and lawful purpose of examining such Zone Site and merchandise contained therein and conferring with Operator, its agents, invitees, and employees on such Zone Site, inspecting and checking operations, supplies, equipment and merchandise, conducting financial and compliance audits and determining whether the business is being conducted in accordance with regulations. All such entries shall be in accordance with usual safety and security procedures. ARTICLE X. RESPONSIBILITY FOR AND ACCESS TO BOOKS AND RECORDS 10.01 Reports to Boards. Customs and Grantee Operator shall, at its own expense, submit to Grantee data, in a format as directed by the Department of Commerce, sufficient allow the Grantee to compile its annual report to the Board. Such information shall be provided to the Grantee not later than December 1 of each year(for the preceding period of 10/1-9/30). The submittal of all such data shall be signed by an appropriate official of Operator, certifying to the accuracy of the records for the specified accounting period. All records maintained for preparation of all data and those required under the accounting system shall be retained in the Operator's place of business for at least five years after the merchandise covered by such records has been forwarded from the Zone Site except as required by Regulations. 10.02 Confidentiallnformation Details of business operations and other confidential and proprietary information of operator shall remain confidential. Any procedures manual, computer programs, computer report formats, and other related systems developed by operator for said foreign-trade subzone operation shall be the sole property of Operator and will not be disclosed to any other entity without the express written permission of Operator except as required under federal, state or local laws. Operator shall not be required to disclose to Grantee any confidential information except as may be required 914416 to fulfill Operator's obligations under this Agreement and any applicable laws and regulations relating to operation of the zone site as a Foreign- Trade subzone. ARTICLE XI. NONDISCRIMINATION 11.01 Nondiscrimination and Equal Opportunity Operator agrees not to discriminate in its employment practices against any employee or applicant for employment because of the employee's or applicant's race religion, national origin, ancestry, sex, age or physical handicap. All assignments, subleases and transfers of interest in this Agreement under or pursuant to this Agreement shall contain this provision. ARTICLE XII. TERMINATION AND DEFAULT 12.01 Termination for Cause A. The breach of any provision of this Agreement or the failure to perform any obligations, duty or to accept liability established herein by act of commission or omission for whatsoever cause by a party hereto shall be a default. The established herein by act of commission or omission for non-defaulting party shall give written notice of intent to terminate this Agreement by registered or certified mail to the defaulting party stating the specific default or breach committed. B. The non-defaulting party shall have the option to terminate the Agreement after expiration of the time periods as follows: 1. If the default can be cured by payment or posting of money, bond or other security for money due, the payment of a final assessment or other obligation, the defaulting party shall have seven (7) days after receipt of the notice to terminate in order to pay over such money or, if the payment be contested, to post such amount with the other party pending final determination of liability, in cash or security in such form as approved by the non-defaulting party. 2. If the default cannot be cured by payment or posting of money or security as provided in subsection (1) above, the defaulting party shall have twenty-one (21) days after receipt of written notice to terminate in which to cure the default. 3. If the default is one which by its nature cannot be reasonably cured within twenty-one days, then the defaulting party shall have a reasonable time in which to cure the default. Such time period shall not be greater than times required by statutes, laws, ordinances, rules and regulations, or order of the Board or Grantee and shall be 8 94,411 based upon a written schedule of performance and supporting documentation indicating the shortest period in which such default can be cured by defaulting party. 12.02 Performance In addition to any default arising under the provisions of Section 12.01, Operator hereby acknowledges that operator's failure to perform any of the following duties and obligations to the reasonable satisfaction of Grantee shall constitute a default which shall permit the Grantee to initiate termination proceedings pursuant to Section 12.01. A. Maintenance of a uniform system of accurate books, records and accounts prepared in accordance with generally accepted accounting principals and capable of producing the following required results: 1. Accounting for all merchandise, including domestic status merchandise, temporarily deposited, admitted, granted a zone status and/or status change, stored, exhibited, manipulated, manufactured, destroyed, transferred, and/or removed from a Zone Site; 2. Producing accurate and timely reports and documents as required by the Customs regulations: 3. Identifying shortages and overages of merchandise in the Zone Site in sufficient detail to determine the quantity, description, tariff classification, Zone Site status, and value of the missing or excess merchandise. 4. Providing all information necessary to make entry for merchandise being transferred to the Customs territory; and 5. Providing an audit trail to Customs forms from admission through manipulation, manufacture, destruction or transfer of merchandise from Zone Site by a customs authorize inventory method. B. Proper operation of the Zone Site in accordance with applicable federal, state and local laws, regulations, rules and operational management procedures approved by the Grantee, Customs and the Board. C. Preparation and timely submission of all reports to the Grantee. 12.03. Grantee's Right to Terminate In the event the Grantee for any reason wishes to terminate its participation in Foreign-Trade Zone activities herein under, at least one hundred eighty(180) days prior written notice must be delivered to the 9 VAAWM. operator, and the Operator shall have the right, directly or through another entity, to assume the rights and obligations of the Grantee subject only to the approval of the Board. In the event the operator for any reason wishes to terminate its participation in the Foreign-Trade Zone activities hereunder, at least one hundred eighty(180) days' prior written notice must be delivered to the Grantee. 12.04 Waiver No waiver by either party at any time of the terms, conditions or covenants of this Agreement shall be deemed or taken as a waiver at any time thereafter of the same or any other terms, conditions, covenant or agreement herein contained nor of the strict and prompt performance thereof by the party obligated to perform. No delay, failure or omission of either party to exercise any right, power, privilege or option arising from any default nor subsequent acceptance of compensation then or thereafter accrued shall impair any such right, power, privilege or option or be construed to be a waiver of any such power, remedy or privilege of either party hereto shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all the rights, powers, options or remedies given to the parties herein by this Agreement are cumulative, and no one of them shall be exclusive of the other or exclusive of any remedies provided by law and that the exercise of one right power, option or remedy by a party shall not impair its rights to any other right, power, option or remedy. 12.05 Discontinuance of Trade Name Upon the termination of this Agreement for any cause, the Operator shall deactivate the Zone Site at the date of termination of the term of the Agreement and immediately discontinue all use of trade name, trademarks, signs and forms of advertising and other indicia of operation within the Foreign-Trade Zone at the Zone Site specifically referring to the Palm Springs Foreign Trade-Zone#236, and if the Operator shall fail or omit of make, or cause to be made, such changes, within ten (10) days after written notice, then the Grantee shall have the right to enter upon the Zone Site without being deemed guilty of trespass or any other tort, and to make or cause to be made such changes at the expense of the Operator, which expense the Operator agrees to pay on demand. 12.06 Breach of Contract Failure of any party to perform the obligations required by this Agreement or incorporated herein by reference shall constitute a material breach of this agreement and the other party shall be entitled to pursue any and all remedies available at law or equity in addition to other rights and remedies specifically provided herein. ARTICLE XIII. DEACTIVATION OF ZONE SITE 13.01 Upon the expiration of the term of this Agreement, if no new agreement is entered into, operator is obligated to deactivate the Zone Site as of the date of expiration of the term of the Agreement. 10 9/14/3 ARTICLE XIV. INDEMNIFICATION, INSURANCE, BONDING AND PAYMENT OF OBLIGATIONS 14.01 A. Indemnity. Operator shall at all times relieve, indemnify, protect and hold harmless City, Grantee and any and all of their boards, officers, agents and employees from any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death of or injury to persons or damage to property including property owned by or under the care and custody of City, and for civil fines and penalties, that may arise from or be caused directly or indirectly by: 1. Any dangerous, hazardous, unsafe or defective condition of, in or on the Zone Site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use of occupation of the Zone Site by Operator, its officers, agents, employees, sublessees, licensees or invitees. 2. Any operation conducted upon or any use or occupation of the Zone Site by operator, its officers, agents, employees, sublessees, licensees or invitees under or pursuant to the provisions of this Agreement or otherwise; 3. Any act, omission or negligence of operator, its officers, agents, employees, sublessees, licensees or invitees, regardless of whether any act, omission or negligence of City, Grantee or their officers, agents or employees contributed thereto; 4. Any failure of Operator, its officers, agents or employees to comply with any of the term or conditions of this Agreement or any applicable federal, state, regional, or municipal law, ordinance, rule or regulation; or 5. The conditions, operations, uses, occupations, acts, omissions or negligence referred to in subdivisions (1), (2), (3)and (4) of this subsection (a), existing or conducted upon or arising from the use or occupation by Operator or its invitees on any other premises within the City of Palm Springs. Operator also agrees to indemnify City and pay for all damages or loss suffered by City, including but not limited to damage to or loss of City property, to the extent not insured by City, and loss of City revenue from any source caused by or arising out of the conditions, operations, uses, occupations, acts, omissions or negligence referred to in subdivisions (1), (2), (3), and (4)of this subsection (a). The term "persons" as used in this subsection of(a) shall include but not be limited to officers and employees of Operator. Operator shall also indemnify, defend and hold City harmless from any and all claims,judgments, damages penalties, fines, costs, 11 Y141S00* liabilities or losses (including without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees)which arise during or after the agreement term as a result of contamination of the Zone Site by hazardous materials for which Operator is otherwise responsible for under the terms of this agreement. This indemnification of City by Operator includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local government agency because of hazardous material present in the soil or groundwater on or under the premises. The foregoing indemnity shall survive the expiration or earlier termination of this Agreement. B. Insurance. Operator shall procure and maintain at its expense and keep in force at all times during the term of this Agreement the following insurance: 1. Public Liability and Property Damage. Broad form comprehensive public liability and property damage insurance (including comprehensive general liability and automobile)written by an insurance company authorized to do business in the State of California rated VI I, A-or better in Best's Insurance Guide (or an alternate guide acceptable to City if a Best's Rating is not available)with Operator's normal limits of liability but not less than One Million Dollars ($1,000,000.00)for injury or death to one person and One Million Dollars ($1,000,000.00) for property damage for each accident or occurrence. Said limits shall be without deduction, provided that Grantee shall contain a severability of interest clause. In all cases, regardless of any deductible, said insurance shall contain a defense of suits provision. The submitted policy shall, in addition, provide the following coverage either in original policy or by endorsement substantially as follows: (i) Notwithstanding any inconsistent statement in the policy to which this endorsement is attached, or any endorsement or certificate now or hereafter attached hereto, it is agreed that the City of Palm Springs, Grantee, their officers, agents and employees, are additional insured hereunder, and that coverage is provided for all operations, uses, occupation, acts and activities of the insured under Agreement No. , and under any amendments, modifications, extensions or renewals of said Agreement regardless of whether such operations, uses, occupations, acts and activities occur on the Zone Site and regardless of whether liability 12 44/& y is attributable to the insured or a combination of the insured and the additional insured; (ii) The policy to which this endorsement is attached shall not be cancelled or reduced in coverage until after the Grantee and the Attorney of City have each been given thirty (30) days' prior written notice by registered mail addressed to [insert]; (iii) The coverage provided by the policy to which this endorsement is attached is primary coverage and any other insurance carried by City is excess coverage; (iv) In the event of one of the named insured incurring liability to any other of the named insured, this policy shall provide protection for each named insured against whom claim is made, including claims by other named insured in the same manner as if separate policies had been insured to each named insured. Nothing contained herein shall operate to increase the company's limit of liability; (v) Notice of occurrences or claims under the policy shall be made to [insert name and address of the person to be notified.]" 2. Workers' Compensation. By signing this Agreement, Operator certifies that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation to undertake self-insurance in accordance with the provisions of the Code, and it will comply with such provisions before activation of the Zone Site. 3. Notice of Cancellation. Each insurance policy described above shall provide that it will not be canceled or reduced in coverage until after Grantee and the Attorney of City have been given thirty (30) days' prior written notice by registered mail addressed to [insert]. 4. Copies of Policies. Two certified copies of each policy shall be furnished to Grantee. Alternatively, two duplicate original certificates of insurance on forms provided by the Grantee shall be submitted. The form of such policy or certificate shall be subject to the approval of the Attorney of City. 5. Renewal of Policies. At least sixty(60) days prior to the expiration of each policy, Operator shall furnish to Grantee a certificate or certificates showing that the policy has been 13 (19/? renewed or extended or, if new insurance has been obtained, two certified copies of each new policy shall be furnished to Grantee, and the form thereof shall be subject to the approval of the Attorney of City. If Operator neglects or fails to secure or maintain the required insurance, or if Operator fails to submit copies thereof as required above, Grantee may, at its option and at the expense of Operator, obtain such insurance for Operator. 6. Modification of Coverage. Grantee, at its discretion based upon recommendation of independent insurance consultants to City, any increase or decrease amounts and types of insurance coverage required hereunder at any time during the term hereof by giving ninety(90) days' prior written notice to Operator. ARTICLE XV. INTEREST OF PARTIES 15.01 Independent Contractor Status Operator is an independent contractor in the performance of all activities and functions pursuant to this Agreement. Operator and Grantee are not and shall not be considered as joint venturers, partners are agents of each other and neither shall have the power to bind or obligate the other. Operator's officers, employees, agents and subcontractors shall not be considered as officers, employees or agents of the Grantee. Grantee and Operator hereby agree not to represent to anyone that they are agents of one another or have any authority to act on behalf of one another. 15.02 Sublease and Assignment A. Assignments/Subleases Prohibited. Except as provided in subsections (D) and (E), no assignment, sublease transfer, gift, hypothecation or grant of control, or other encumbrance of this Agreement, or any interest therein or any right or privilege thereunder, regardless of whether accomplished by a separate agreement, sale of stock or assets, merger or consolidation or reorganization by or of Operator, or accomplished in any other manner, whether voluntary or by operation of law(hereafter collectively referred to as "transfer"), shall be valid for any purpose. For purposes of this subsection, the term "by operation of law" includes but is not limited to" (1) the placement of all or substantially all of Operator's assets in the hands of a receiver or trustee; or(2) a transfer by Operator for the benefit of creditors; or (3)transfers resulting from the death or incapacity of any individual who is an Operator or of a general partner of an Operator(except as provided in subsection (E) below). B. Right to Terminate. Notwithstanding any other provision of this Agreement, any transfer or attempted transfer by Operator of this Agreement or interest granted by the Agreement in violation of any subsection of this Section shall entitle the City of Palm Springs to terminate this Agreement after first providing Operator seven (7) 14 tT IT calendar days notice of termination. C. Transfers of Stock. If Operator is either a privately held corporation whose stock is not listed on the New York, American or Pacific Stock Exchange and more than twenty-five percent(25%) of the outstanding shares of voting stock of Operator is traded (whether in one transaction or a series of transactions) during any twelve (12) month period, Operator shall notify grantee in writing within ten (10) days after the transfer date. D. Subleases. Operator's right to sublease the Zone Site is conditioned upon the prior approval of the Grantee. E. Miscellaneous Conditions. Any consent given by City to Operator to transfer this Agreement or any interest therein or right of privilege thereunder shall not be construed as consent to any other such transfer. Moreover, the City's consent to such a transfer shall not alter Operator's obligation to be at all times primarily responsible for compliance with all covenants, conditions and provisions of this Agreement. ARTICLE XVI. MISCELLANEOUS PROVISIONS 16.01 Mandatory Operator Training The Operator shall attend at least eight (8) hours of professional Foreign- Trade Zone training per year. 16.02 Past Due Obligations Any and all amounts required hereunder to be paid by Operator to Grantee, or which are to be paid "with interest" or which Grantee advances on behalf of Operator, which are not paid when due shall bear interest at the following rate: the legal rate provided by law for judgments in California plus three percent(3%), or the posted announced prime rate on the date payment is due, plus one percent(1%), whichever is greater. The interest rate shall be per annum from the due date until paid, unless otherwise specifically provided herein but the rate shall be modified from time to time as the legal rate or prime rate changes. 16.03 Time of Essence Time is of the essence of this Agreement and of every term, covenant and conditions hereof. 16.04 Construction of Terms and Conditions This Agreement shall be governed and construed in accordance with the Act, regulations promulgated thereunder and all amendments thereto and the applicable laws of the State of California. 16.05 Counterparts 15 y This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same agreement. 16.06 Further Instruments and Actions Each party shall deliver further instruments and take such further action as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement. 16.07 Headings Headings and captions in this Agreement are solely for the convenience of reference and shall not affect the interpretation of this Agreement. 16.08 Conflict of Interest It is hereby understood and agreed that the parties to this Agreement have read and are aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflict of interest of public officers and employees. All parties hereto agree that they are unaware of any financial or economic interest of any public officer or employee of City relating to this Agreement. Notwithstanding any other provision of this agreement, it is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, City may immediately terminate this Agreement by giving written notice thereof. 16.09 Integration This agreement contains the complete statement of all the arrangements between the parties with respect to its subject matter and cannot be changed or terminated orally. No waiver of the provisions of this Agreement shall be valid unless signed by the party against whom such waiver is sought to be enforced. 16.10 Separability If any provision of this Agreement is declared void or defective, that declaration will not affect the validity of any other provision of this Agreement. 16.11 Notices to the Parties All notices, demands or other writings in this Agreement provided to be given, made or sent by either party hereto to the other shall be deemed to have been fully given, made or sent when made in writing and deposited in the United States mail postpaid registered or certified and addressed as follows: For the Grantee to: City of Palm Springs Department of Economic Development 3200 E. Tahquitz Canyon Way 16 YA 209 P.O. Box 2743 Palm Springs, California 92263-2743 For the Operator to: ITC 1860 McKinney Way, 2 1 A Seal Beach, California 90740 The address to which any notice, demand or other writing may be given, made or sent to either party may be changed by written notice given by such party as above provided. 16.12 Legal Action Attorneys' Fees. If either party brings any action or proceeding to enforce, protect, or establish any right or remedy arising out of or based upon this Agreement, including but not limited to the recovery of damages for its breach, the prevailing party in said action or proceeding shall be entitled to recovery of its costs and reasonable attorneys'fees, including the reasonable value of the services of the office of City Attorney or house counsel of Operator. 16.13 Waiver of Claims Operator hereby waives any claim against City and Grantee and its officers, agents or employees for damages of loss caused by any suit of proceedings directly or indirectly challenging the validity of this Agreement, or any part thereof, or by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable or delaying same or nay part thereof from being carried out. 17 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first herein above written. ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By: City Clerk City Manager APPROVEQ AS TO FORM: V toity Aj o !' GENERAL PURPOSE OPERATOR OR - SUBZONE OPERATOR ITC (Check One: _x_individual, pa rship, =orpora ) (NOTARIZED) By: Signature David Harlow, President Pri f PI me and Title (NOTARIZED) By: Signature a D Print Name and Title Mailing Address: 1860 McKinney Way, 21A Seal Beach, CA 90740 (Corporations require two signatures; one from each of the following: A. Chairman of Board, president, any Vice President;AND B. Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer). End of Signatures Y40 J-91V4, 1$ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On O/d� G_3 before me /-�'i �. rLf��/ /✓J� ,✓;,�,� c �_ Dale Name;no The of Officer e II ( g.,"Jane Doe,Notary Public') personally appeared Names)of Slgner(s) E-personaflyimowrr-to-me---QR- P—p-roved to me on the basis of satisfactory evidence to be the personS4 whose namek�r5/are subscribed to the within instrument and acknowledged to me thai5heYshe/they executed the same in&her/their authorized capacity(ies),and that by phis/;her/their signatureK) on the instrument the persono, EWNE L.wEDEKIND or the entity upon behalf of which the person($'} acted, Commission 8 1399015 z executed the instrument. Notary Pull-"California 5 Riverside County WITNESS my hand and official seal. ( Comm.Sxpires Feb d,2007emy T iJ <c Signature of Notary Public / OPTIONAL � /�// Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual �l ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here .I Signer Is Representing: Signer Is Representing: ©1995 National Notary Association•8238 Real PO Box 7184•Canoga Park,CA 91309-7164 Prod.No.5907 Ree�Ca- _ Fr �827 Exhibit"A" City of Palm Springs Foreign-Trade Zone#236 Operators Agreement Properties in the General Purpose Zone or Subzone that is the subject of this Agreement are those depicted in the diagram on or attached to this page. SEE ATTACHMENTS Y�O� 19 nr rr R / r... f —� \w R AIRPORT PROPERTY INTEREST 1Mm ➢..m AfRK xmvr IA/.wRAa eo. �pGe°yk� 'oyh. �x"_ _ � T ISBILL ASm11A16 ,tl'� NMYR NRN.T.WIS A]i1F11. pAP1AW PAW SPRINGS REGIONAL AIRPORT PAW SPRINGS,CALIFORNIA EXHIBIT•A• IEY.1p. DAIE pEXA!➢d DAM DC1 Im 91FEf 1 w 1 ti BULL I PENS 1 .. �I • 1 f I I i \ 7 t �•� �. w�l x I I CAR ❑WASHOG PANT BOOTH �I . T + IL __� / r •wrd� m_oM. � \ - �a M ORO•OLE COVERED p /.,S710AA06 �Y y , PA Wo •� �'.d oaau,ee '\ I F ' I EXISTING BUILDING i ! zE ll • 2e' 11E' 9e' 9 arc '{" 22e' . EE s.+6ET+S All Ate n PURCHASING SHOP ow a. ♦ I i Tyr. t 'Q EMPLOYEE ' PARKMCi._ ir= ,jl I 211 _�bF � a I10v _ I tx,. ♦4 _ �. [x WT 4 cWal 4 �r[rAc��t i ,d_ v y r+a` Vr c��«.�-`y•eoY,[ H 0' ed e61,00 107ad1—� S O'05' 2r W e I qRA& A B C D E [xiSi c I , 13 - or I O o I ww cut W'.•6 +ut � �^ate��✓•v., +r,Lr ie• ur wr ,Ew poeftw•Y W '12r�� �C•l+t v� I JiL C,h'3 �+L h o(,a 1,lna f fox 2Tq •/c ['__ F �-t� i zw 1 • I Y oT y iJ? I I � �o RE+u.l. Tr•' � � roNreccm.• -� �. \L aLL EL v � 40,Vr!L`. ?Y 1'c i%. �IaVRr�"ZGPL�YGJO✓f c¢ ^.ti�cvo CG¢C•�+ A"'JM ac IZ�o �L' '1 ' 7Y 7-LX MFG rV CL4S Jo�� � .-iM'�' Y'•M[ � �� �14,ANDE EA1G � E �L`l•S:.�L� I 3V .,'.{,�� �_ _`.� •-tad Exhibit "B" City of Palm Springs Foreign-Trade Zone #236 Operators Agreement The following terms and conditions shall be made a part of this Agreement: ARTICLE II. AUTHORITY GRANTED/ACCEPTED, TERM AND AGREEMENT SUBJECT TO TARIFF NO. 1 2.03 Term of Agreement A. The term of this Agreement shall be for a period of one (1) year commencing on the Effective Date of this Agreement. B. A one (1) year renewal period shall be negotiated between the City and Operator 60 days prior to the expiration of the Agreement. ARTICLE III. CONSTRUCTION, REPAIR AND MAINTENANCE 3.01 Construction The site that is owned and designated by the City, therefore, all new construction and repairs will be at the cost of the City. 3.02 Repair and Maintenance of Facilities The City will be responsible for all repairs and maintenance of the designated site. ARTICLE VII. CHARGES AND FEES 7.02 Annual Administrative Charges The annual fee detailed in Tariff No 1 shall be waived for the term of this Agreement. The annual fee shall be negotiated for the renewal period 60 days prior to the expiration of the Agreement. ARTICLE XIV. INDEMNIFICATION, INSURANCE, BONDING AND PAYMENT OF OBLIGATIONS 14.01 A. Indemnity. The FTZ site is a City owned site and the City shall share Indemnity with the Operator during the term of this Agreement. B. Insurance. yods Workers Compensation Insurance shall not be required until such time that ITC (Operator) hires employees. ARTICLE XVI. MISCELLANEOUS PROVISIONS 16.01 Mandatory Operator Training The training requirements are waived for this Agreement. �g CITY OF PALM SPRINGS TARIFF NO. 1 RATES, CHARGES, RULES AND REGULATIONS FOREIGN -TRADE ZONE#236 Operating under the Grant of Authority of the Government of the United states of America to City of Palm Springs California qh 3o City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 TARIFF NO. 1 CITY OF PALM SPRINGS FOREIGN-TRADE ZONE #236 GRANTEE OFFICE City of Palm Springs Department of Economic Development 3200 E. Tahquitz Canyon Way P.O. Box 2743 'Palm Springs, CA 92263-2743 (760) 323-6259 �flf3l ISSUED: EFFECTIVE: ISSUED BY: Page 2 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 CORRECTION NUMBER CHECK SHEET Changes and additions to this Tariff will be made by reprinting the page upon which the change or addition is made. Each will be designated with an asterisk enclosed in parentheses. Upon receipt of a revised page, record the page number below. Corrections are issued in numerical order with each revised page. If properly recorded they will appear in consecutive order with no omissions. If a correction number has not been received, a request should be made for a copy of the missing page. Correction# Page# 1. Description of Foreign-Trade Zone#236 15 �4 3� Y ISSUED: EFFECTIVE: ISSUED BY: Page 3 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 TABLE OF CONTENTS TITLEPAGE............................................................................................................ 1 ADMINISTRATIVE ORGANIZATION...................................................................... 2 CHECK SHEET FOR TARIFF CHANGES.............................................................. 3 TABLE OF CONTENTS.......................................................................................... 4-5 ABBREVIATIONS AND SYMBOLS........................................................................ 6 DEFINITION OF TERMS........................................................................................ 7-11 DEFINITION AND PRIVILEGES OF FOREIGN-TRADE ZONES.......................... 12-14 APPLICATION OF TARIFF Description of Foreign-Trade Zone#236.................................................... 15 Zone to be operated as public utility........................................................... 15 Application of Foreign-Trade Zone Tariff.................................................... 15 General Regulations................................................................................... 15 United States Customs Regulations........................................................... 15 Application and Interpretation of Tariff........................................................ 15 SECTION 1 -OPERATION OF ZONE Operations, Forms and Procedures- General........................................... 16 Merchandise Permitted in a Zone............................................................... 16 Merchandise Prohibited by Board - Gold.................................................... 16 Manipulation Manufacture, Exhibition of Merchandise............................... 16-17 Residence within a Zone............................................................................. 17 Status of Merchandise in a Zone................................................................ 17 Subsequent Importation of Zone Merchandise.......................................... 17 Exclusion from Zone of Goods or Process of Treatment........................... 18 Retail Trade within Zone............................................................................. 18 Charges by Other Government Agencies.................................................. 18 Payment of Zone Personnel....................................................................... 18 Hours of Business and Service.................................................................. 18 YA35 ISSUED: EFFECTIVE: ISSUED BY: Page 4 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 2 -GENERAL RULES AND REGULATIONS General Regulations..................................................................................... 19 Compensation Insurance............................................................................. 19 Public Interest, Health and Safety................................................................ 19 Employees and Persons Entering and Leaving Zone................................. 19 Merchandise held for Charges..................................................................... 19 Insurance...................................................................................................... 19 Limitof Liability............................................................................................. 20 SECTION 3 -SPECIAL RULES PERTAINING TO MERCHANDISE Permission to Manipulate, Manufacture and Process................................. 21 CustomsBond............................................................................................. 21 Customs Inspection of Merchandise while in Zone..................................... 21 Grantees Access to Zone Sites and Facilities............................................. 21 SECTION 4-GRANTEE FEES ApplicationFee............................................................................................ 22 ActivationFee.............................................................................................. 22 DeactivationFee.......................................................................................... 22 Annual Administration Fee.......................................................................... 22 SECTION V -SERVICES AND RENTAL RATES (SITE SPECIFIC)..................... 23 NOTE: Additional sections will be added by each Operator per zone site. It is understood that their may be multiple zone operators. YAW ISSUED: EFFECTIVE: ISSUED BY: Page 5 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 ABBREVIATIONS AND SYMBOLS Cents (U.S.) $ Dollars (U.S.) % Percent Art. Article B.M. Board Measure Bbl. Barrel Bdle. Bundle CIL Carload Cl. Coil C.O.D. Cash on Deliver Crt. Crate S. Case Ctn. Carton Cu.Ft. Cubic Feet or Cubic Foot Cwt. 100 Pounds Doz. Dozen Ea. Each E.g. For Example Etc. Et Cetera F.F. Folded Flat Ga;/ Gallon H.T.S. Harmonized Tariff Schedule Incl. Inclusive K.D. Knocked Down Lbs. Pounds L.C.L. Less-than-Carload L.T.L. Less-than-Truckload No. Number N.O.S. Not Otherwise Specified N.S.P.F. Not Specially Provided For Par. Paragraph Pc. Piece Pkg. Package Qt. Quart Sec. Section Sq.Ft. Square Feet or Square Foot SU. Set Up TIB Temp 1 Band T/L Truckload U.S. United States Yd. Yard VA.' ISSUED: EFFECTIVE: ISSUED BY: Page 6 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION OF TERMS ACT -The Foreign-Trade Zone s Act of June 18, 1934 (48. Stat. 998-1003; 19 U.S.C. Bla-Blu), as amended by Public Law 566, 8V Congress, approved June 17, 1950. ACTIVATION - Approval by the Grantee and Port Director for Foreign-Trade Zone operations and for the admission and handling of merchandise in zone status. ADMINISTRATOR - Grantee or party contracted by Grantee. ADMISSION - Physical arrival of goods in the Foreign-Trade Zone with the approval from the Zone Grantee, Operator and Customs. BOARD - The Foreign-Trade Zone Board created by the ACT to carry out the provisions thereof. The Board shall consist of the Secretary of Commerce, who shall be the Chairman and exclusive officer and the Secretary of the Treasury. BULK-In trade, a product or a mass(of a product)which is not packaged, bundled, bottled, or otherwise packed, so that it is designated as bulk or bulk merchandise. CONTROL NUMBER - The number used on all Zone entry and exit forms to identify all merchandise and commodities. CUSTOMS TERRITORY -The territory of the United States in which the general tariff law of the Untied States applies but which is not included in any Foreign-Trade Zone . DOMESTIC MERCHANDISE - Merchandise of every description (except articles specifically and absolutely prohibited by statue)which had/has been (1) grown, produced, or manufactured in the Untied States and not exported therefrom, or(2) previously imported into Customs territory and properly released from Customs custody. FOREIGN MERCHANDISE - Imported merchandise of every description (except articles specifically and absolutely prohibited by statue)which has not been properly released from Customs custody into Customs territory. GENERAL PURPOSE ZONE (GPZ) - Consists of all designated areas approved by the Board under Board Order#1013. GRANTEE - City of Palm Springs., To which the privileges of establishing, operating and maintaining Foreign-Trade Zone#236 have been granted by Board, under Board Order#1013. q,134 ISSUED: EFFECTIVE: ISSUED BY: Page 7 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION OF TERMS IMPORTS - Foreign merchandise of every description (except articles specifically and absolutely prohibited by statue) entered into Customs territory to become a part of the domestic supply for the purpose of domestic commerce or consumption, and particularly that which is entered into Customs territory through the Zone and foreign merchandise which, under the laws and regulations of various other Federal agencies having jurisdiction within the Zone, is said to be "imported" into foreign-trade zones, Customs bonded warehouses or Customs custody. The latter merchandise, in relation to operations of the Zones, is considered to be foreign merchandise until its entry into the commerce of the United States. LEASE -The document of agreement entered into between the Grantee, Operator and/or User/Client for assignment of space within the Foreign-Trade Zone #236. MANIPULATION - Means breaking up, repackaging, assembling, distributing, sorting, grading, cleaning, mixing with foreign or domestic merchandise, or other activities which do not constitute processing or manufacturing. NON-PRIVILEGED FOREIGN MERCHANDISE - (1) Foreign merchandise properly in the Zone which does not have the status of (1) privileged foreign merchandise or (b) zone restricted merchandise, (2) waste recovered from any manipulation or manufacture or privileged foreign merchandise; or (3) domestic merchandise taken into a Zone whose identity has been lost. OPERATOR AGREEMENT - Contract executed between all Operators and Grantee. PERSON OF RECORD - The person, firm or corporation, in whose name is on the application to admit merchandise into Zone, as having the legal right to make the application. Evidence of this right of the applicant is the same as would be required to establish the right to apply for release of the merchandise from Customs custody at the end of its transit through Customs territory, and usually consists of an original bill of lading in the name of the applicant, and original bill of lading endorsed to him, or a carrier's certificate. PORT DIRECTOR-The Port Director of Customs, U.S. Customs Service, 3400 E.Tahquitz Canyon Way, Suite 23, Palm Springs, CA 92262. PRIVILEGED FOREIGN MERCHANDISE - Foreign merchandise for which an application (Customs Form 214) has been made, and which has been taken under supervision by the Port Director of Customs for the purpose of maintaining its' identity. QUANTITY- Means the numerical quantitative count of the units composing a shipment of merchandise. ISSUED: YA39' EFFECTIVE: ISSUED BY: Page 8 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION OF TERMS SECRETARY-the term "Secretary' means the Secretary of Commerce. SUBZONE - A special-purpose zone established as part of a zone project for a limited purpose that cannot be accommodated within an existing general-purpose zone. Subzones must be sponsored by the grantee of a general-purpose zone. UNIT OR QUANTITY - Means the customary grouping of a commodity as to indicate the medium or method of measure. UNTIED STATES - The several States, The District of Columbia, and Puerto Rico. The term"United States" includes all territories and possessions of the United States, except the Virgin Islands,American Samoa,Wake Island, Midway Islands, Kingmanreef,and the Island of Guam. USERICLIENT-An individual,company or corporation, utilizing the services and/or facilities of Foreign-Trade Zone #236. ZONE RESTRICTED MERCHANDISE - Foreign or domestic merchandise taken into the Zone, underthe rules and regulations of the controlling Federal agency,forthe sole purpose of exportations or destruction (except destruction of distilled spirits, wines, and fermented malt liquors), or storage pending exportation or destruction. ZONE - The term "Zone" means a Foreign-Trade Zone and/or Foreign-Trade Zone #236. ZONE LOT - The unit or units of goods for which a separate record and account is to be kept per admission by the Zone Operator. ZONE OPERATOR-Operator of each zone site. q*4,3o ISSUED: EFFECTIVE: ISSUED BY: Page 9 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION OF TERMS FOREIGN-TRADE ZONE FORMS CUSTOMS FORM 214 AND 214A - Application and permit to admit merchandise into the Foreign-Trade Zone, permit to transfer merchandise through Customs territory to Zone, and Customs receipt of merchandise admitted at Zone CUSTOMS FORM 216 - Application and permit for the manipulation, manufacture, exhibition, or destruction of Foreign-Trade Zone merchandise return. ISSUED: EFFECTIVE: ISSUED BY: Page 10 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION OF TERMS HOLIDAYS Those legal holidays during which the Grantee is closed for regular business: New Year's Day 1s`of January Martin Luther King, Jr. Day 151h of January Lincoln's Birthday 121h of February Washington's Birthday 3rd Monday of February Memorial Day Last Monday in May Independence Day 4`h of July Labor Day 1s` Monday of September Columbus Day 2nd Monday in October Veteran's Day 11'h of November Thanksgiving Day 4`h Thursday in November Day after Thanksgiving Day 4`h Friday in November Christmas Eve 24th of December Christmas Day 25fh of December Everyday proclaimed by the President of the United States and/or the Governor of the State of California to be a legal holiday. Holidays falling on Saturday shall be observed on Friday. Holidays falling on Sunday shall be observed on Monday Holidays subject to change. ISSUED: EFFECTIVE: ISSUED BY: Page 11 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION PRIVILEGES OF FOREIGN-TRADE ZONES Under Part.400, Sec.400.2, Regulations governing the establishment, operation, maintenance and administration of Foreign-Trade Zones in the United States,the term Zone: means a "Foreign-Trade Zone ". It is an isolated, enclosed and policed area, operated as a public utility in or adjacent to a port of entry,furnished with facilities for lading, unloading, handling, storing, manipulating, manufacturing and exhibiting goods, and for reshipping them by land, water or air. Any foreign and domestic merchandise, except such as is prohibited by law or such as the Board may order to be excluded as detrimental to the public interest, health or safety, may be brought into a Zone without being subject to the Customs laws of the United States governing the entry of goods or the payment of duty thereon; and such merchandise permitted in a Zone may be stored, exhibited, manufactured, mixed or manipulated in any manner, except as provided in the Act and other applicable laws or regulations. The merchandise may be exported, destroyed or sent into Customs territory from the Zone, in the original package or otherwise. It is subject to Customs duties if sent into Customs territory, but not if reshipped to foreign points. Section 3 of the Act, Public Law 397, 731 Congress, approved June 18, 1934, as amended by Public Law 566, 8V Congress, approved June 17, 1950, authorizes the following privileges: Foreign and domestic merchandise of every description except such as is prohibited by law, may without being subject to the Customs laws of the United States, except as otherwise provided in this Act, be brought into a Zone and may be stored, sold, exhibited, broken up, repackaged, assembled, distributed, sorted, graded, cleaned, mixed with foreign or domestic merchandise, or otherwise manipulated, or be processed or manufactured except as otherwise provided in this Act, and be exported, destroyed, or sent into customs territory of the United States therefrom, in the original package or otherwise but when foreign merchandise is so sent from a Zone into Customs territory of the United States it shall be subject to the laws and regulations of the United States affecting imported merchandise; Provided, that whenever the privilege shall be requested and there has been no manipulation or manufacture effecting a change in tariff classification, the collector of Customs shall take under supervision any lot or part of a lot of duties liquidated thereon. Merchandise so taken under supervision may be stored, manipulated or manufactured under the supervision and regulations prescribed by the Secretary of the Treasury, and whether mixed or manufactured with domestic merchandise or not may, under regulations prescribed by the Secretary of the Treasury, be exported or destroyed, or may be sent into Customs territory upon the payment of such liquidated duties and determined taxes thereon. If merchandise so taken under supervision has been manipulated or manufactured, such duties and taxes shall be payable on the quantity of such foreign merchandise used in the manipulation or manufacture of the entered article. Allowance shall be made for recoverable and irrecoverable waste; and if recoverable waste is sent into Customs territory, it shall be dutiable and taxable in its' condition and quantity and at its' weight at the time of ISSUED: A Y1 EFFECTIVE: ISSUED BY: Page 1 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION PRIVILEGES OF FOREIGN-TRADE ZONES entry. Where two or more products result from the manipulation or manufacture of merchandise in a Zone the liquidated duties and determined taxes shall be distributed to the several products in accordance with their relative value at the time of separation with due allowance for waste as provided for above. Provided further, that subject to such regulations respecting identity and the safeguarding of the revenue as the Secretary of the Treasury may deem necessary, articles, the growth, products or manufacture of the United States, on which all Internal Revenue taxes have been paid, or which have been admitted free of duty and tax, may be taken into a Zone from the Customs territory of the United States, placed under the supervision of the collector, and whether or not they have been combined with or made part, while in such a Zone, of other articles, may be brought back thereto free of quotas, duty or tax.; Provided further, that if in the opinion of the Secretary of the Treasury their identity has been lost, such articles not entitled to free entry by reason of noncompliance with the requirements made hereunder by the Secretary of the Treasury shall be treated when they re-enter Customs territory of the United States as foreign merchandise under the provisions of the Tariff and Internal Revenue laws in force at that time. Provided further, that under the rules and regulations to the controlling Federal agencies, articles which have been taken into a Zone from customs territory for the sole purpose of exportation, destruction (except destruction of distilled spirits, wines, and fermented malt liquors), storage shall be considered to be exported for the purpose of: (a)the drawback,warehousing, and bonding, or any other provisions of the Tariff Act of 1930, as amended, and the regulations thereunder, and (b) The statues and bonds exacted for the payment of drawback, refund, or exemption from liability for Internal Revenue taxes and for the purposes of the Internal Revenue laws generally and the regulations thereunder. Such a transfer may also be considered an exportation for the purposes of other Federal laws insofar as Federal agencies charged with the enforcement of those laws deem it advisable. Such articles may not be returned to Customs territory for domestic consumption except where the Foreign-Trade Zones Board deem such return to be in the public interest in which event the article shall be subject to the provisions of paragraph 1615(F) of the Tariff Act of 1930, as amended; Provided further, that no operation involving any foreign or domestic merchandise brought into the Zone which operation would be subject to any provision or provisions of Section 1807, Chapter 15, Chapter 17, Chapter 21, Chapter 23, Chapter 24, Chapter 25, Chapter 26 or Chapter 32 of the Internal Revenue Code if performed in Customs territory, ISSUED: f � EFFECTIVE: ISSUED BY: Page 13 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 DEFINITION PRIVILEGES OF FOREIGN-TRADE ZONES or involving the manufacture of any article provided for in Paragraph 367 or Paragraph 368 of the Tariff Act of 1930, shall be permitted in a Zone except those operations (other than rectification of distilled spirits and wines, or manufacture of production of alcoholic products unfit for beverage purposes)which were permissible under this Act prior to July 1, 1949.; Provided further, that articles produced or manufactured in a Zone and exported shall be subsequent importation into the Customs territory of the United States be subject to the import laws applicable to like articles manufactured in a foreign country, except that articles produced or manufactured in a Zone exclusively with the use of domestic merchandise, the identity of which has been maintained in accordance with the second provision of this section, may on such importation, be entered as American goods returned. qA V3 ISSUED: EFFECTIVE: ISSUED BY: Page 14 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 APPLICATION OF TARIFF DESCRIPTION OF FOREIGN-TRADE ZONE#236 - The site to be developed and utilized as the General Purpose Foreign-Trade Zone consists of 931 acres. The noncontiguous sites consists of 14 acres at the Palm Springs Rail Station and 879 acres at the Palm Springs International Airport and 38 acres of private land near the airport. ZONE TO BE PUBLICLY REGULATED-All rates and charges for all services or privileges within the Zone shall be fair and reasonable, and the Grantee and Operator shall afford to all who may apply for the use of the Zone and its' facilities and appurtenances uniform treatment under like conditions, subject to such treaties or commercial conventions as are now in force or may hereafter be made from time to time by the United States with foreign governments. (19 USC Chapter 1A Section 81 n). APPLICATION OF FOREIGN-TRADE ZONE NO.236 TARIFF -The rules, regulations and rates of this tariff shall apply at Foreign-Trade Zone #236, it's Subzones and annexes unless otherwise provided for. GENERAL REGULATIONS -Foreign-Trade Zone #236 is regulated by the Foreign-Trade Zone Board, Washington, DC, under U.S. Code of Federal Regulations, Title 15, Part 400. Copies of these regulations are maintained at the City of Palm Springs - Department of Economic Development, 3200 E. Tahquitz Canyon Way, Palm Springs, CA. 92262. UNITED STATES CUSTOMS REGULATIONS - Foreign-Trade Zone #236 is subject to special Customs regulations as defined in U.S. Code of Federal Regulations, Title 19, Part 146. APPLICATION AND INTERPRETATION OF TARIFF - The Grantee shall (be the sole judge to) interpret and determine the applicability of any of the rates, rules and regulations or services provided for in this Tariff. ISSUED: EFFECTIVE: ISSUED BY: Page 15 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 1 -OPERATION OF ZONE OPERATIONS, FORMS AND PROCEDURES - GENERAL - The merchandise and operations permitted in a Zone, the disposition of merchandise in a Zone, the Zone status of the merchandise and special provisions applicable to each status,the subsequent export- importation of merchandise removed from a Zone, and other operations in a Zone authorized by the Act, are herein-after in this Section generally described. MERCHANDISE PERMITTED IN A ZONE - Foreign and domestic merchandise of every description, except such as is specifically prohibited by law, may without being subject to the Customs laws of the United States, except as otherwise provided in the Act and the regulations made thereunder, be brought into a Zone. (a) Merchandise which is specifically and absolutely prohibited by law shall not be admitted into a Zone. Any merchandise so prohibited by law which is found within a Zone shall be disposed of in the manner provided for in laws and regulations applicable to such merchandise. A distinction is made between (1A) merchandise which is specifically and absolutely prohibited by law on the grounds of policy and morals, such as immoral or subversive literature, obscene articles, or lottery matter, and (2) merchandise which is subject to conditional prohibition only, for example, articles which are subject to permits or licenses for the protection of economic or national security or which may be reconditioned to bring them into compliance with the laws administered by various Federal agencies. Port Directors of Customs are required to exclude the first class of articles and may not permit them to be transferred to a Zone if they are aware of their prohibited status, except that the Port Director may permit the temporary deposit of any such merchandise in the Zone pending final determination of it's status. The transfer of articles of the second class to a Zone is subject to any requirements of the Federal agency concerned. There is no prohibition against placing over-quota merchandise in a Zone pending its' right to transfer to Customs territory pursuant to the applicable quota provisions. (b)The application for the admission of merchandise into a Zone shall be approved or disapproved by the Port Director as the representative of the Board, where the merchandise is not excluded by any other Federal agency having jurisdiction over the merchandise. MERCHANDISE PROHIBITED BY BOARD - GOLD - All gold, except fabricated, is prohibited by special order of the Foreign-Trade Zone Board. MANIPULATION, MANUFACTURE, EXHIBITION OF MERCHANDISE - In general, merchandise lawfully brought into a Zone may, in accordance with these and other regulations made under the provisions of the Act, be stored, sold exhibited, broken up, repackaged, assembled, processed, manufactured, distributed, sorted, graded, cleaned, mixed with foreign and domestic merchandise, or otherwise provided by the Act. ISSUED: EFFECTIVE: ISSUED BY: Page 16 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 1 -OPERATION OF ZONE (a) Permission for any manipulation, or exhibition in a Zone shall be obtained from the Port Director of Customs, as the representative of the Board, subject to such application and procedure prescribed by the Secretary of the Treasury for the protection of the revenue. (b) In the event of the denial of any application by the Port Director of Customs for any reason,the applicant,the Grantee, or the Operator of the Zone may appeal the adverse ruling of the Board. If any revenue protection considerations are involved in such an application,the Board shall be guided by the determinations of the Secretary of the treasury with respect to them. RESIDENCE WITHIN ZONE - No person shall be allowed to reside within a Zone except Federal, State, or Municipal officers or agents whose resident presence is deemed necessary by the Board. STATUS OF MERCHANDISE IN A ZONE - (a) For the purpose of the Act and the regulations of this Section, all merchandise within a Zone except merchandise in transit through a Zone as provided in Sections 146.41 through 146.44 of Customs regulations (19 Code of Federal Regulations Part 146),and except merchandise temporarily transferred to a Zone for manipulation as provided in paragraph (b) of this Section, shall be given a Zone Status as: (1) privileged foreign merchandise, (2) non-privileged foreign merchandise, (3) zone-restricted merchandise, In accordance with Subpart C of Customs regulations (b) Imported merchandise which has been entered and which has remained in continuous Customs custody may be temporarily transferred to a Zone for manipulation under Customs supervision pursuant to Section 562, Tariff Act of 1930, as amended, and for return to Customs territory. Any such merchandise shall not be considered within the purview of the Foreign-Trade Zone Act, but shall be treated in all respects all through remaining in Customs territory. Therefore, no Zone form or procedure shall be considered applicable but the merchandise shall remain subject in the Zone to such requirements as are necessary for the enforcement of Section 562 and other pertinent Customs laws. SUBSEQUENT IMPORTATION OF ZONE MERCHANDISE-Articles produced, processed or manufactured in a Zone and exported therefrom shall on subsequent importation into the Customs territory of the United States, be subject to the import laws applicable to like articles manufactured in a foreign country, except that articles produced, processed or manufactured in a Zone exclusively with the use of domestic merchandise, the identity of which has been maintained in accordance with the Second Proviso of Section 3 of the Act, as amended may, on such importation, be entered as American goods returned. ISSUED: YW Y& EFFECTIVE: ISSUED BY: Page 17 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 1 -OPERATION OF ZONE EXCLUSION FROM ZONE OF GOODS OR PROCESS OF TREATMENT -When it shall be reported to the Board that any goods or process of treatment is detrimental to the public interest, health or safety, the Board shall cause such investigation to be made as it may deem necessary. The Board may order the exclusion from the Zone of any goods or process of treatment that in its' judgment is detrimental to the public interest, health, or safety. RETAIL TRADE WITHIN ZONE - No retail trade shall be conducted within a Zone except under permits issued by the Grantee and approved by the Board. Such permittees shall sell no goods except such domestic or duty-paid or duty-free goods as are brought into the Zone from Customs territory. Permits which are sent to the Board for approval shall be accompanied by sworn statement subscribed to by the applicant before a duly authorized officer to administer oaths setting forth in detail the nature of the retail trade to be conducted, and containing an agreement that such applicant will sell no goods except the kinds specifically authorized by the Act, which are brought into the Zone from Customs territory. No goods shall be offered for sale or sold in a Zone which are not of the same kind and quality permitted to be offered for sale or sold in the political jurisdiction in which the Zone is located. If the permittee violates any provision of the regulations of this Section, his permit shall be revoked by the Grantee, who shall immediately report such action to the Board. CHARGES BY OTHER GOVERNMENT AGENCIES - Charges made by government agencies that are not included in this Tariff should be arranged for and paid by the user/client that requires and uses such services. PAYMENT OF ZONE PERSONNEL - Overtime or shift work requested by a Operator, resulting in overtime services of Zone Grantee or Administrator (excluding normal security personnel) shall be billed to the Operator for reimbursement of cost. HOURS OF BUSINESS AND SERVICE - The Grantee's and Administrator's hours of business and service, for Customs purposes, shall be regular or normal business hours between 8:30 a.m. to 4:30 p.m., Monday through Friday, except for holidays identified on Page 11. Hours requested by operator/user outside of the regular hours shall be subject to additional fees. � 7 ISSUED: EFFECTIVE: ISSUED BY: Page 18 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 2 -GENERAL RULES AND REGULATIONS GENERAL REGULATIONS - All persons and merchandise of every description entering or leaving the Zone for any purpose whatsoever shall be bound by the lawful regulations of the Foreign-Trade Zones Board and U.S. Customs Services. COMPENSATION INSURANCE -Every person employed by contractors or Customs in the Zone shall be properly covered by Workmen's Compensation Insurance. Proof of this shall be furnished before any work may be started or release of liability must be given to the Zone. PUBLIC INTEREST, HEALTH AND SAFETY-No operation or process of treatment will be permitted in the Zone that, in the sole judgment of the Grantee, is detrimental to the public interest, health and safety. EMPLOYEES AND PERSONS ENTERING AND LEAVING ZONE - Employees and other persons entering or leaving the Zone site shall only use the designated entrance(s). Anyone entering or leaving the Zone may be subject to physical examination as the Port Director of U.S. Customs deems necessary. Anyone entering the Zone for whatever reason shall adhere to the Foreign-Trade Zone Board regulations, Customs regulations and the rules and regulations issued by the Grantee, Administrator or Operator of the Zone. MERCHANDISE HELD FOR CHARGES-The Administrator and Operator reserve the right to withhold permission to withdraw merchandise from the Zone for Users with unpaid charges for Zone use. INSURANCE - Insurance must be carried by Operator on its' own property only and does not include insurance on the contents stored therein. Lessee is obligated to put nothing within the Zone which will cause the cancellation or forfeiture of the insurance or affect the premium rate thereof on the building or buildings of which the leased premises forms a part. Insurance on commodities or other property stored on the leased premises, if desired, must be carried by and at the expense of Lessee/Users or Owner of the commodities or other properties. Merchandise stored, manipulated or transferred within the Zone is not insured by the Grantee or Administrator and the Zone Tariff rates do not include insurance on merchandise. y ISSUED: EFFECTIVE: ISSUED BY: Page 19 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 2 -GENERAL RULES AND REGULATIONS LIMIT OF LIABILITY - Neither the Grantee, Administrator or Operator will be responsible for loss or damage caused by fire, explosion, heat, dampness, leakage, the elements, evaporation, natural shrinkage, wastage, or decay, animals, rats, mice or other rodents, moths, weevil or other insects, leakage or discharge from fire protection systems, collapse of building structures, breakdown of plant machinery or equipment, Acts of God, the Public Enemy, the inherent nature of the merchandise itself nor will it be answerable for any loss, damage, or delay arising from the insufficient notifications, nor from war, insurrection, shortage of labor, combinations, riots or strikes of any persons in its employee or in the service of others or from any consequences arising therefrom. All liability for duties, taxes or penalties due any agency of the United States Government and arising from the utilization of Zone premises shall be borne by the Zone User, including any duty,taxes or penalties on merchandise which is pilfered, lost,damaged or otherwise not accounted for to the satisfaction of the Customs service,for which the Zone User may be liable. ISSUED: EFFECTIVE: ISSUED BY: Page 20 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 3 -SPECIAL RULES PERTAINING TO MERCHANDISE PERMISSION TO MANIPULATE, MANUFACTURE AND PROCESS-Before merchandise may be manipulated within the Zone, application on Customs Form 216 must be presented to the Port Director of Customs. On approval by the Port Director, the contemplated manipulation will then be permitted. CUSTOMS BOND -The Operator/User must maintain, for Customs purposes, a Customs Bond (301) as a guarantee for the payment from the Zone of all duties and taxes on such merchandise as may be removed from the Zone without a proper Customs permit or otherwise missing from the Zone. The amount of bond is set by Customs Port Director. CUSTOMS INSPECTION OF MERCHANDISE WHILE IN ZONE-The Operator,consignee or Zone User/Client, or his agent, shall at all times be immediately available to make the merchandise subject to inspection required by the United states Customs Service and shall have the sole responsibility of opening crates and packages, handling the merchandise and securing the crates and packages following the inspection. GRANTEES ACCESS TO ZONE SITES AND FACILITIES - The Grantee shall have the right of entry and access to Zone merchandise for all Zone facilities and sites. ISSUED: EFFECTIVE: ISSUED BY: Page 21 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 4 -GRANTEE FEES For General Purpose Zone and/or Subzone APPLICATION FEE: Boundary Modification- minor $2,500 Boundary Modification- major $5,000-7,500 Manufacturing /Processing $5,000 Subzones $7,500 ACTIVATION FEE: All Sites $2,500 DEACTIVATION FEE: All Sites $1,000 ANNUAL ADMINISTRATION FEE*: ACTIVATED SPACE ANNUAL FEE General Propose Zone Subzone 0-9,999 sq. ft. $NO FEE $7,500-flat fee 10,000-49,000 sq. ft. $1,000 50,000- 99,999 sq. ft. $2,500 100,000- sq. ft. and above $5,000 *The first year annual fee will be prorated to coincide with the City of Palm Springs fiscal year(July 1 to June 30). Full annual payment is due on the next anniversary date. q*51 ISSUED: EFFECTIVE: ISSUED BY: Page 22 City of Palm Springs Foreign-Trade Zone#236 Tariff No. 1 SECTION 5 -SERVICE AND RENTAL RATES (SITE SPECIFIC) ISSUED: EFFECTIVE: ISSUED BY: Page 23 MINUTE ORDER NO. APPROVING THE FOREIGN TRADE ZONE OPERATING AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND INTERNATIONAL TRADE CONSULTANTS, A FOREIGN TRADE ZONE MANAGEMENT FIRM, TO ACTIVATE AND OPERATE A GENERAL PURPOSE ZONE SITE ON CITY OWNED PROPERTY. I HEREBY CERTIFY that the Minute Order approving the Foreign Trade Zone Operating Agreement between the City of Palm Springs and International Trade Consultants, a foreign trade zone management firm, to activate and operate a general purpose zone site on city owned property, was adopted by the City Council of the City of Palm Springs, California in a meeting thereof held on the 1 st day of October, 2003.