141 Foreign Trade Zone
AMBROSE,
FITZGERALD
& CROOKSTON
Allorneys and
Counselors
P.O. Box 427
Meridian, Idaho
83642
Telephone88S-4481
RESOLUTION NO.Li'
A RESOLUTION OF THE CITY OF MERIDIAN IN SUPPORT OF THE
ESTABLISHMENT OF A GENERAL PURPOSE FOREIGN TRADE ZONE, REMOTE SITE
FOREIGN TRADE ZONE, OR A SPECIAL PURPOSE FOREIGN TRADE SUBZONE
WITHIN THE CORPORATE LIMITS OF THE CITY OF MERIDIAN; AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE ON BEHALF OF THE CITY OF
MERIDIAN AN OPERATORS AGREEMENT WITH INTERNATIONAL TRADE SERVICES,
INC. SIMILAR TO ONE PRESENTED TO THE CITY BY INTERNATIONAL TRADE
SERVICES, INC.; NAMING AN OPERATOR OF THE ZONE; ENDORSING TREASURE
VALLEY BUSINESS CENTER AS A FOREIGN TRADE ZONE SITE;AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, Section 76-4703A, Idaho Code, authorizes the
governing body of a municipality by ordinance to apply to the
United States Department of Commerce, Foreign Zones Board, for a
grant of authority to establ ish, operate and maintain foreign
trade zones or subzones within the State of Idaho, if the foreign
trade zone is to be established, operated and maintained within
the corporate boundaries of the of the municipality;
WHEREAS, the City of Meridian is a municipality of the State
of Idaho and is qual ified to apply for a foreign trade zone,
remote site foreign trade zone, or a special purpose foreign trade
subzone, since it is since it is adjacent to a port of entry;
ItJHEREAS, the development of a foreign trade foreign trade
zone, remote site foreign trade zone, or a special purpose foreign
trade subzone site is
consistent with, and will further, the
economic development goals and strategies of the City of Meridian;
WHEREAS, International Trade Services, Inc., an Idaho
RESOLUTION IN SUPPORT OF FOREIGN TRADE ZONE
Page - 1
AMBROSE,
FITZGERALD
& CROOKSTON
Attorneys and
Counselors
P.O. Box 427
Meridian, Idaho
83642
Telephone 888.4461
corporation, has made a proposal to the City of Meridian for the
development~ operation and maintenance of such a zone that is
represented by the draft of the FOREIGN TRADE ZONE OPERATION
AGREEMENT marked Exhibit "A" and attached hereto;
ItJHEREAS~ the City of Meridian does not presently have the
funds nor does it have the funds or expertise to operate any type
of foreign trade zone;
WHEREAS, Gemtone~ Inc., owner of the Treasure Valley Business
Center, a real estate development located within the City limits
of the City of Meridian, by act of its board of directors by
corporate resolution, which resolution is attached hereto as
Exhibit IIB"~ has authorized the Treasure Valley Business Center
to be included in a foreign trade foreign trade zone, remote site
foreign trade zone, or a special purpose foreign trade subzone
site; and
WHEREAS, it is deemed to be in the best interests of the City
of Meridian, its economy, and the citizens of the City to Apply
to the United States Department of Commerce~ Foreign Zones Board,
for a grant of authority to establ ish, operate and maintain a
foreign trade zone, remote site foreign trade zone, or a special
purpose foreign trade subzone.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY
COUNCIL OF THE CITY OF MERIDIAN, IDAHO:
SECTION 1.
The development of a foreign trade zone,
remote site foreign trade zone, or a special purpose foreign trade
RESOLUTION IN SUPPORT OF FOREIGN TRADE ZONE
Page - 2
AMBROSE,
FITZGERALD
& CROOKSTON
Attorneys and
Counselors
P.O. Box 427
MerIdian, Ideho
63942
Telephone 888-4461
subzone within the corporate limits of the City of Meridian has
the full support of the Mayor and City Council of the City of
Meridian.
SECTION 2.
That International Trade Services, Inc., has
presented to the City a draft of a proposed Agreement, a copy of
which is attached hereto, which is similar to an Agreement between
the City of Boise and International Trade Services, Inc., and
under which proposed agreement International Trade Services, Inc.,
is named Operator of any foreign trade foreign trade zone, remote
site foreign trade zone, or a special purpose foreign trade
subzone that the City may be able to achieve; that the Mayor and
City Clerk are hereby authorized to execute an agreement similar
in content and form that has been approved by the City Attorney.
SECTION 3.
That upon an acceptable operatorls agreement
being entered into between International Trade Services, Inc.,
and the City of Meridian,
International Trade Services, Inc.,
will be hereby named Operator of any foreign trade zone, be it a
general purpose foreign trade zone, remote site foreign trade
zone, or a special purpose foreign trade subzone.
SECTION 4.
That all officers and employees of the City
of Meridian are hereby authorized and directed to cooperate in
all reasonable and legal ways with International Trade Services,
Inc., in the necessary documentation to accompany an application
for a general purpose foreign trade zone, remote site foreign
trade zone, or a special purpose foreign trade subzone.
RESOLUTION IN SUPPORT OF FOREIGN TRADE ZONE
Page - 3
AMBROSE,
FITZGERALD
& CROOKSTON
Attorneys and /
Counselors (
P.O. Box 427 \
Meridian, Idaho ""
63642
Telephone 688-4461
[!
SECTION 5.
That the site proposed by International Trade
Services, Inc., for the location of a general purpose foreign
trade zone, remote site foreign trade zone, or a special purpose
foreign trade subzone of Treasure Valley Business Center is hereby
endorsed, however all zoning and development ordinances must be
met and complied with unless variances or exceptions are appl ied
for and those matters will be addressed in the regular course of
City business as they are applied for.
SECTION 6.
That upon reaching an acceptable operator's
Agreement similar to the one attached hereto and that agreement
being executed by the City and International Trade Services, Inc.,
the City is hereby authorized to apply for a general purpose
foreign trade zone, remote site foreign trade zone, or a special
purpose foreign trade subzone, and the Mayor and City Clerk are
hereby authorized to sign all applications and documents
pertaining thereto.
PASSED BY THE CITY COUNCIL AND APPROVED BY THE MAYOR OF THE
CITY OF MERIDIAN, this 15th day of October, 1991.
APPROVED:
r:~Kf~~--
ATTEST:
CTTY CL E RK
SUPPORT OF FOREIGN TRADE ZONE
E~ hl.t.-J. ./ it f~
~
FOR E I G N - T R f\ 0 E l 0 N E {) P E H 1\ r ION 1\ G IH EM EN T
T his a 9 t. e e III e n ten tel'(' dill I 0 h y and bet wee n t It e City 0 f
Mer i d i ant 6 f1l un i C 1 pal cor pOI' il t ion 0'1' 9 (\ nil ~ d an rl f'){ i s till gun d P. I' the
. 'II'
1 a,\'is 0 f . the S tat e 0 f
I d a h 0, . h f' t' e i n aft e r
"GRANTEEII,
{Il1d
I nl ern a t ion a 1
It,
TraM~ Services,
1 n c .
(1ITS"),
a cot'poration
o r 9 ani zed un del' the 1 a w s () f t 11 p S 1- i'\ ,. P 0 f I d a h () , h e t' e i n aft e I'
II 0 p e " il t 0 I'" :
WIN ( " <; I I II
WHEHEflS, GRflN1EE Shilll ilpply rOl' " qt;1I1I fl'otl\ IlIp ljn\l:r>d
St~~tes F1d\'eigrl.-Tt'ad'e Zones f30ilrd 1.0 estilbliSh, opet'<1te, i)nd
m a ; n t a i n a' For ei g n T t' ad e Z 0 11 e i 11 t h p C i t y 0 f Mer i d i an, sue h 7. 0 n e
bein'g d'es'i'gnated Foreign Trade Zonp. Nl1rnbel'
an d
W HER E AS, 0 pet' a tot', u n d e r tile t e r m san tl con d i t ion she t' e ins e t
for t h. des ire s t 0 U n d e t' t a k e the f u t' t h P t' de v P. lop men tan d e x c 1 u s i v e
ope rat ion an cl 111 a II age 111 e n 1. 0 f F 0 \' e \ q TI - T t' a d r. l 0 n e act i v i tie S 0 f the
Zone herein described in accordance with standards of operation
.\
app~r"oved b'y 'the Foreign-Trade ZOllf'S Board and GIH\NTEEt including
tho~e related to occup~ncy and use.
N OW , THE REF 0 R E ,. i fl con si de t' a t j 0 n 0 f the Y" e c ita 1 5 and
undertakings hereinabove and hereinbelow set foy,th, it is mutually
covenanted and agreed by and betwp.rl1 thE' l1ilrl;es ilS follows:
Section 1.
DEFINITIONS:
, ,
,The following.wonls shall have the following meilnings when
ose'dl in t:'hi'$ Agreement:.
( a ) Th e n A. c t II S hall mea nth P. f 0 \'f~ i q n - T Y' 0 d P. Z (] n e <; ^ c t 0 f J \J n e
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE THANsrORTI\rl0N INC. - 1
18, 1934 (48 Stat. -998-1003; 19 use 81a-81u, as amended).
( b ) The II Boa r d II S h all mea tl the boa r d t' e fer red t 0 inS e c t ion
15 CFR 400.103 of the Trade Zone Regulations or the successor of
such Board in functions and duties.
(c) IIEarned Income" shall mean that income determined in
accordance with generally accepted accounting principles.
Cd) "Foreign-Trade Zonell (hereinafter referred to as "FTZ")
shall mean all isolated and enclosed area, operated as a public
utility, in or adjacent to a port of entry, (i) furnished with
facilit"ies
for
t' e c e i v i n 9 ,
unloading,
handl ing,
storing,
manipulating, manufacturing and exhibi ting goods and for loading
and reshipping them by land, water or air, and, (ii) in which any
foreign or domestic merchandise, except such as is specifically
prohibited by law or by action of the Board or the GRANTEE, may
be brought into the FTZ without being subject to the customs laws
of the United States governing the entry of goods or the payment
of duty thereon.
(e) IIFTZ" No.
" shall mean the Foreign-Trade Zone (Zone)
authorized by the Board within the City of Meridian and any remote
site or subzone established or operated under authority of the
grant.
(f) The
IIRegulationsll
shall
mean
collectively
the
regulations relating to Foreign-Trade Zones currently published
in the Code of Federal Regulations, 19 CFR 146, 15 CFR 400,
et.seq.) as such regulations may be amended in the future, and
shall also mean any additional regulations which now or in the
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 2
c
.,
future. may be promulgated by any governmental agency or entity
( fed era 1 ~ s tat e 0 r 1 0 c a 1) w h i c h con c ern ~ Y" e 1 ate too Y' a p ply i n any
way to the Foreign-Trade Zone~ as hereinafter defined.
( g) . ;11 U S C S II S h all mea nth e U nit e d S tat e s C u s t 0 In sSe Y" v ice .
(h) "0peratorU shall mean the Operator~ its employees and
entities and individuals authorized by the Operator to perform
services within the Zone.
(i) "Zonell shall mean such premises as shall be or become
i n c 1 u d e din t. h e 9 Y" ant an d are 0 per a I: P. rl and In a i 11 t ai 11 e cI by the
Operator as part of FTZ NO. with approval of the GRANTEE under
this Agreement.
Section 2.
GRANT OF AUTHORITY:
GRANTEE does hereby
9 ran t ~ 5 U b j e c t t 0 all the t e r In s, c 0 v e n ant san d con d i t ion sse t
forth in this Agreement and to the provisions~ conditions and
restrictions of the Act and to any other applicable law~
permission to the Operator to operate and maintain a FTZ effective
for a term described specifically in Section 3 of th~s Agreement.
Section 3.
EFFECTIVE DATE AND DURATION OF AGREEMENT:
(a) The parties expy'essly covenant that, subject to the
provisions and instructions of Idaho State constitutional and
statutory law~ this agreement shall extend for a period of five
(5) years from the effective date hereoft unless sooner terminated
as provided herein. The effective date of this Agreement shall
be the day of , 19
(b) This Agreement may be extendedt upon the sole d'iscretion
of GRANTEEt for additional periods~ on terms and conditions to be
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 3
m u t u all y a 9 r e e d u p 0 n b y the par' tie s not 1 ate r t h ann i net y (9 0 )
days prior to the scheduled expiration of the initial five (5)
year period. In the event the parties have not reached agreement
on a successive term, as specified herein, this Agreement shall
expire' at 12:00 Midnight on the day specified herein, and each
party shall release and discharge the other from all obligations,
liabilities, rights of renewal or privileges granted in this
Agreement, except for those revenues earned by or liabilities or
o b 1 i gat ion S 0 fOp era tor w h i c h h a v e bee 0 In e pay a b 1 e a c 0' u e d p r i 0 I"
tot he ex p i r a ti on 0 f the A 9 r' e e In e n tan d h a v e not be e n f u 1 1 y
satisfied during the Agreement term.
(c) The GRANTEE shall have the right to terminate this
Agreement at any time upon ninety (90) days' notice to the
Operator.
GRANTEE'S right to terminate this shall not be
exercised arbitrarily or capriciously.
Termination shall not
relieve the Operator of any liabilities or obligations which shall
have accrued or limit Operator's right to revenues earned on or
prior to the effective date of termination and have not been fully
satisfied prior to the effective date of termination.
Cd) It is the intent of the GRANTEE that negotiations for
any subsequent term of this agreement shall include, but shall not
be limited to, revenue distribution, term, exclusivity and any
other term to be negotiated by the parties.
Section 4.
DUTIES OF THE OPERATOR:
(a) Operator shall be responsible for the timely preparation
and submission of all reports and other documents that are or may
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 4
b e r.e qui red ,b y the Boa r d, and any 0 the r fed era 1, s tat e , 1 0 c a 1
agency, and GRANTEE.
All r e cor d s 0 fOp e t' a tOt' S h all b eke p t
consisteit with all requirements of the Board, the USCS, any other
rel.~vant agency, and GRANTEE. Opet'ator shall operate the FTZ at
all times in the manner of an Idaho public utility. All rates,
charges, or user fees for all services or privileges within the
FTZ shall be fair and reasonable and subject to the prior approval
of the Board and GRANTEE.
Ope rat 0 Y' S h all r e par t , wit h i n a
rea son a b 1 e t \ III e, the i In P 0 sit ion 0 f sue II t' ate s, c II a r 9 e S 0 r use r
fees which have not been contemplated by the tariff.
( b ) The Z 0 n e s h all b e 0 pet' ate d, m a i 11 t a i n ed, and a d m i n i s t ere d
by Operator in a manner consistent with all rules and regulations
of the Board as well as all relevant rules and regulations of the
USCS, and any and all municipal, state, and federal statutes,
laws, rules, and regulations concerning FTZs, including, but not
limited to, the development and implementation of an inventory
control and record keeping system satisfactory to the uses and the
competitive bid laws of the State of Idaho.
(c) Operator shall prepare a tariff setting forth rates,
charges, and user fees applicable to the FTZ in a manner
consistent with the rules of the Board, such tariff to be approved
by the Board and GRANTEE.
(d) It is specifically understood that no person, firm, or
cor po rat ion s h all beg ran t e d aut h 0 r i t Y too per ate w. i t h i nth e Z 0 n e ,
or within any sub-Zone, except upon written agreement between such
person, firm, or corporation and GRANTEE. Prior to activation of
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 5
the FTZ, Operator shall submit to GRANTEE a draft User Agreement
for approval of GRANTEE. The Operator shall also obtain approval
. .
of'the Boatd of a Us~r Agreement.
(e) Operator shall develop and enforce a security plan which
complies with the standards set forth in 15 CFR 400.402, "Physical
Facilities Required in the Operation of a Zone", 15 CFR 400.403,
lIConstruction and Operation of Equipment for Segregation from
c u s tom s T err i tor y and Qua t' t e t. s for Pet'S 0 n n e l" and tho S est and a r d s
a p p ~' 0 v e d by the 0 i s t ri c t D ire c t 0 ~. 0 feu s t: om s ,or S U c hot her
statutes, laws, y'ules, and regulations \'ihich may apply to the
operation of the Zone.
(f) Operator shall be responsible for taking all steps
necessary to activate and deactivate areas within the Zone, such
r'esponsibility to include the payment of all reasonable fees
connected with such activity.
Operator has the right to be
reimbursed by Users for the payment of such fees and reasonable
expenses incurred on behalf and at the request of the User.
GRANTEE has the right of approval fot' any such actlvation or
deactivation, but such approval shal 1 not be unreasonably
withheld.
(g) Operator shall develop and publish an operations manual
setting forth procedures for securi ty, housekeeping, inventory
control, record keeping, tariffs, and any other procedures
employed in the operation of the Zone.
(h ) Operator sha 11 aggress i ve 1 y mar'ke t the Zone and make
every effort to increase the number of tenants and achiev~ optimum
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 6
utility of the FTZ in the shortest reasonable time.
(i) Upon the commencement of operations~ and throughout the
t e r m 0 f t his A g r e e men t , 0 pet' a tOt' S h all pro v ide the nee e s s a r y
staffing to efficiently run the Zone~ including a Manager and
add it i ona 1 personne 1 .
(j) The Operator acknowledges that it has read and
understands the Regulations.
The Operator separately and
independently covenants with the GRANTEE that it shall at all
times conform to the requirements of the Regulations. In
add; t ion, the 0 per a tOt' C 0 v e n ant s t hat its h all not do 0 t' f ail t 0
do or allow to be done or left undone at the FTZ anything which
might constitute a violation or an omission of the GRANTEE'S
responsibilities and obl igations as grantee of the FTZ.
Section 5.
IMPROVEMENTS:
(a) Within a reasonable time after execution of this
Agreement and prior to commencing operation of the FTZ~ the
Operator at its sole cost and expense shall~ in accordance with
all applicable rules and regulations of the Board and the USCS~
complete or cause to be completed construction and improvement of
any facilities which are required by the Board and the USCS for
the operation of a FTZ. All construction and improvements to the
FTZ by the Operator shall become the property of GRANTEE upon
installation. All construction shall be completed in compliance
with Meridian City contractual standards including~ but not
limited
to,
1 i en
waivers~
performance
bonds
and
other
requirements.
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 7
( b ) All b u i 1 din 9 san dot h e I' s t r u c t u t' e s ~'/ i t h i nth eFT Z s h all
be so constructed or altered, and maintained, as may be required
.~ ~;..
by the C H~y:;o f Mer i d, i an. S tat e 0 f I d a h 0 and the 0 i s t r 1 c t 0 ire c to I'
of the uses.
(c) The Operator covenants and agrees to provide adequate
facilities, personnel and services necessary to operate the FTZ
a t no cas t to the GRANTEE. Cas ts for f ac i 1 it i es, personne 1 and
services may be recovered by Operator through the assessment and
collection of zone user fees as provided herein.
( d ) The 0 per a tOt. C 0 v e n ant san d a 9 t' e est 0 ens u r e the
maintenance of the structures and other faeil ities within the FTZ
in good 'Condi tion and so as not to r'ecklessly or negligently
endanger the 1 ife and health of any persons employed within,
operating within or invited to the FTZ.
(e) The GRANTEE shall not be obl igated to provide any
equipment, labor, material or other goods or services, in
connection with the FTZ, or the Operator's operations or with the
administration of the FTZ. Nor shall the GRANTEE reimburse the
Operator for any expense incurred by Operator in connection with
its operations at or administration of the FTZ, including, without
limitation, expense concerning or relating to the following:
(i) assignment to the FTZ of uses employees;
(ii) the obtaining of such surety bonds as may be
required of the Operator by the USCS;
(iil) keeping of books, recor-ds and accounts in the
manner required by the Regulations;
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 8
(iv) secut'ity;
(v) . any costs incurred by the Operator pursuant to the
Regulationst includingt without lirnitationt the cost of providing
Customs services;
, (v i )
any other expenses involving in any way the
administration or operation of the FTZ or the Operatorls
compliance with the terms of this Agreement, including, but not
limited to, the Regulations, the Act or any other law of the City
of Meridian, State of Idaho or the Uni ted States.
All such e x pen 5 e s s h all be the so 1 e r" e s p 0 n sib i 11 t Y of
the 0 per a tor. I nth e eve n t the 0 per" a tot' f ail s torn a k e any p a ym en t
which may be required above or in the event that the Operator
fails to make any payment which may be required of the GRANTEE as
grantee of the FTZ, under applicable law or Regulationt includingt
without limitationt unpaid customs duties for which the GRANTEE
could be held responsible, the GRANTEE shall have the right, but
shall have no obligation, to make such payment upon fifteen (15)
calendar days notice to the Operator and the Operator shall
reimburse the GRANTEE for such payment immediately upon demand.
(f) Any imp\'ovements contemplated by this Agreement to
become the property of GRANTEE which shall be financed by security
or debt, shall be approved by the GRANTEE prior to the issuance
of such security or debt.
Section 6.
LICENSING REQUIREMENTS: Operator shall at all
times during the term of this Agreement maintain such licenses and
permits as are, or may hereafter be, required for any of the
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 9
various services 'to be perfot'med by it on behalf of GRANTEE as
required by the City of Meridian, Ada County, the State of Idaho,
or the Un~ted States.
'.,
"
Section 7.
RIGHT
'OF
ENTRY
AND
INSPECTION:
Representatives of the Board, the USCS and/or GRANTEE, and other
authorized governmental officers shall have the right to enter the
Zone at any time for the authorized and lawful purpose of
e x ami n i n g the sam e , con fer t' i n 9 wit hOp era tor, its age n t s ,
invitees, and employees on such premises, inspecting and checking
ope rat 0 t' S, So U P P 1 i e s, e qui pm e n tan d III e t' c h and i s e, and d e t e r m i n i n 9
whether the business is being conducted in accordance with
pertinent rules, regulationst laws, and standards and the
procedures established in accordance with this Agreement. All
such entries shall be in accordance with the established security
procedures of Operator.
Section 8.
EMPLOYEES: Operator shall employ, discharge,
and supervise employees required for the efficient operation and
maintenance of the FTZ, including a Manager. Operator shall not
retain independent contractors without first notifying GRANTEE in
writing. .Operator shall pay the salaries of its employees and
necessary state, federal, and local taxes.
In no event shall
GRANTEE be construed to have any obligation, responsibility, or
duty whatsoever to employees, agents or independent contractors
of Operator including, but not 1 imited to, any contribution or
payment to any contractual or statutorily mandated wage or other
term or condition of employment.
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 10
Section 9.
INSURANCE:
The 0 p e t- a tOt' S h all 0 b t a in, 0 r
cause to be obtained, and continuously maintained in effect during
the term of this Agreementt insurance against such risks as are
customarily insured against by businesses of like size and typet
paying or causing to be paid as the same become due all premiums
with respect theretot including but not necessari ly 1 imited to
insurance in an amount equal to the full replacement value of all
contentst at any time located within the Zone against loss or
dam age by f i Y' e 0 rot h e t' cas lJ a 1 t y, wi t h lJ ni for m s tan day' d 5 e x ten d e d
coverage endot'sement limited only as may be provided in the
standards form of extended coverage endorsement at the time in use
in Idaho.
All such insurance policies shall be obtained and
m a i n t a i n e din 9 en era 11 y r e cog n i zed t' e s po n sib 1 e ins u ra n c e com pan i e s
qualified under the laws of the State of Idaho to assume the
respective risks
undertaken.
Operator will obtaint
and
continuously maintain in effect during the term of this Agreement,
comprehensive public liability insurance with respect to its use
and occupation of the Zone with limits sufficient to reasonably
cover all activities of Operatort but in no event in an amount
less than One Million ($ltOOO,OOO) Dollars per occurrence as to
bodily injurYt including deatht and damage to property with an
aggregate limit of Five Million and No/100 ($5,OOOtOOO.OO)
dollars. All policies of insuy'ance required herein shall name,
as additional insuredt GRANTEEt and its directorSt officers,
agentst servants, and employees. Operator shall provide GRANTEE
with a Certificate of Insuy'ance or other proof of ,insurance
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 11
evidencing Operator's compliance with the requirements of this
paragraph and file such proof of insurance with the Meridian City
Cferk.
In the event the insurance minimums of the Idaho Tort
Claims Act are changed, Operator shall immediately submit proof
of compl iance with the changed 1 imits.
Section 10.
BONDS:
As required by the United States
Customs Service. Operator will maintain adequate and appropriate
insurance and/or bonds to satisfy FTZ requirements of the service.
S aid bon d s s h all b e i n a n a m 0 u n t 0 I' a m 0 u n t s t 0 bee s tab 1 ish e d
between Operator and uses so as to insure against the loss of any
Customs penalties or duties through operation of the FTZ.
Operator shall require Users to maintain appropriate bonding
between the Users, uses and Operator. necessary to protect the
interests of GRANTEE and Operator. Operator shall name GRANTEE
as additional payee on all bonds required by this Section.
Operator shall obtain and maintain such bonds and/or
insurance as may be required from time to time by GRANTEE to
ensure the full and proper performance of Operator's obligations
owed GRANTEE herein.
Section 11.
INDEMNIFICATION: It is an express condition
of this Agreement that GRANTEE shall be free from any and all
liabilities and claims for damages, fines, suits, 01' claims for
or by reason of any death or deaths or injury or injuries to any
person or persons or damages to property of any kind whatsoever,
whether the personal property of GRANTEE its agents or employees,
or third persons, from any cause or causes whatsoever while in or
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 12
upon" said FTl or any part thereof during the term of this
Agreement, or occasioned by occupancy or use of said premises or
.'.;~
any activity carried on by Operator' in connection therewith.
Operator shall indemnify, defend, save and hold harmless GRANTEE
from and for any and all losses~ claims, fines, actions~ judgments
for damages, or injury to persons or' pt'operty and losses and
expenses caused or incurred by Operator or any User, their
servants, agents, employees, guests, and business invitees, and
not c a use d by 0 r at' i sin g 0 u t 0 f the n e 9 li 9 e n ceo r tor' t i 0 u S con d u c t
of GRANTEE or its servants~ agents or employees. The limits of
insurance shall not be deemed a limitation of the covenants to
indemnify, save, defend and hold harmless GRANTEE; and if GRANTEE
becomes liable for an amount in excess of the insurance limits,
herein provided, Operator covenants and agrees to indemnify, save,
defend and hold harmless GRANTEE from and for all such losses,
claims, actions, or judgments for damages or liability to persons
or property.
Section 12.
RECORDS AND REPORTS:
All billing and cash
r e c e i v i n gin t ern a 1 con t r 0 1 pro C e d u r' e s s h all b e r' e vie wed b y G RAN TEE
prior to their implementation.
GRANTEE may require alterations
to such billing and cash receiving internal control procedures in
order to, but not limited to, establishing a reasonable billing
and cash receiving control environment.
Operator shall keep books, accounts, and records that reflect
all revenues, expenditures, and activities in connection with the
management and operation of the FTZ.
The books~ accounts, and
FOREIGN-TRADE lONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 13
records shall be maintained at the place of business of Operator~
said place to be located in Meridian, Idaho.
!
All financial,
accounting, and operational records concerning Zone operation
shall be retained for five (5) years after the act or occurrence
recorded or after the merchandise covered by such record has been
transferred from the Zone, whichever is longer, and all such
records shall be available for inspection and audit by GRANTEE or
its representatives, at the expense of the City, during normal
business hours.
In the event of the termination of thls
A 9 r e e men t, cop i e s 0 fan y s u c h t' e c () r d s s h all b e sUn' end ere d t 0
GRANTEE or its designated agent.
(a) Financial and Accounting:
(i) Operator shall employ reasonable internal control
procedures and generally accepted accounting principles in the
maintenance of accounting recot'ds and the preparation of all
financial statements, accounts, and reports required under this
Agreement. Within ten (10) working days after the close of each
calendar month, or on the first Tuesday of each month, whichever
i s 1 ate r, d u t" i n g the t e r m her e 0 f, 0 per a tor s h all sub m ita n i n t e rim
accounting to GRANTEE showing all revenues and all expenses for
the month in such detai 1 as shall be requi red by GRANTEE. The
information in any such interim accounting made with respect to
each calendar month during the term of this Agreement shall be
both cumulative for the fiscal year and for such accounting period
and shall be in a format acceptable to GRANTEE.
( i ; ) Wit h ins i x t Y (60) day s aft e r the c 1 0 s e '0 f e a c h
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 14
fiscal yeart ,which shall be duy'ing the term of this agreement
September 30 of each year, or the expiration of this Agreement,
Operator shall submit financial statements to GRANTEE prepared in
accordance with generally accepted accounting principles as to the
FTZ's financial position and results of FTZ operations for such
period and a certificate of Operator's chief accounting officer
or accountant certifying that such financial statements are true
and correc t.
Any adjustments required by this fiscal year
accounting shall be made promptly by the parties.
(iii)
GRANTEE and/or its designated t'epresentatives
reserve the right to require an annual financial audit of the
Operator1s financial statements.
Such audit to be at the sole
expense of the Operator.
(iv) GRANTEE and/or its designated representatives
reserve the right to perform addi tional financial or management
audits of Operator's operations and books and records at any time.
Such audit or audits to be at the sole expense of GRANTEE.
(b) Zone Operations
(il The Operator shall operate and maintain the FTZ in
accordance with all terms of this Agreement, all provisions of the
Act, and all requirements of the Board and the USCS.
(ii) The Operator shall take all reasonable precautions
that all merchandise in, and activities occurring within the FTZ
are in compliance with all Federal lawst rules and regulations.
In the event the uses shall initiate proceedings against the
Operator based on alleged violations of applicable rules and
FOREIGN-TRADE lONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 15
!<
reg u 1 at ion s r e 1 a ti n 9 tot h e 0 per a t ion 0 f t. h eFT Z) the 0 per a tor
shall immediately notify the GRANTEE.
(iii) Operator shall pt'ovide all necessary data for
purposes of filing reports and shall further prepare any and all
reports for filing) as required) with the Board and any and all
other municipal, state, or federal agencies governing activities
within the FTZ.
(iv) Details of business operations of individual
firm1s operation in and using this zone shall be kept confidential
except for such information as shall be deter'mined to be publ ic
information. under federal, state, or local laws.
( v ) 0 per a tor s h all not i f Y G RAN TEE 0 fan y 0 the r r e pOt' t s
requested by any government agency and of any investigation of its
activities commenced by any government agency) and shall provide
copies of all such reports and investigative documentation to
GRANTEE upon request.
(c) Meridian City Costs
(i) In the event Operator requests or this Agreement
requires the City of Meridian to perform any service or function
for the Operator or the FTZ) said cost of such service or function
to Meridian City shall be paid to Meridian City by Operator within
thirty (30) days of completion of the service required or
requested by Operator.
Compl iance with the request of the
Operator for Meridian City assistance shall be at the sole
discretion of Meridian City.
(ii) The cost of such services or functions to Meridian
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 16
City shall be calculated consistent with existing or amended
internal control procedures of Meridian City for inter'departmental
cost control.
Section 13. EVENTS OF OEFAUL T AND REMEDIES: The fol lowing
shall be "events of defaultll under this Agreement, and the terms
lIevent of defaultll or IIdefaultll shall mean, whenever they are used
in this agreement, anyone or more of the fol lowing events:
(a) Default by Operator in the due performance or observance
o fan y 0 f 1 t sag r e erne n t SOt' C 0 v e n ant s con t ai 11 e din t his a g t' e e men t ,
which default shall have continued for a period of thil'ty (30)
days after written notice specifying such default shall have been
given to Operator by GRANTEE, unless GRANTEE or its assigns shall
agree in writing to an extension of such time prior to its
expiration; or
(b) The dissolution or liquidation of Operator or the filing
by Operator of a voluntary peti tionin bankruptcy other than a
petition for an arrangement which does not affect any of the terms
and conditions of this Agreement.
Whenever any such event of default shall have continued for
thirty (30) days after notification of the default, GRANTEE or its
assigns may take any of the following remedial steps:
(i) GRANTEE or its ass igns may re-enter and take
possession of the Zone, and any improvements constructed therein,
and exclude Operator from possession thereof and administer the
same for the account of Operator, holding Operator liable for the
balance due hereunder;
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 17
(i i)' GRANTEE or'i ts assigns may immediately terminate
this agree~ent without further notice as required in Section 3(c),
exclude Operator from possession of the Zone and, at its option,
operate the same for the account of GRANTEE or its assigns,
holding Operator liable for all sums due prior to the date of
termination for the account of GRANTEE or its assigns and permit
Operator to collect such revenues as may be due prior to
termination subject to any set-ofF for 1 iabil itfes; or
( i i i) G R 1\ N TEE 0 t" its ass i 9 n sma y t a k e \-J hat eve r' a the r
action at l~a\lJ or in equity as may be available to collect any sums
due hereunder~ or to enforce any obl igation, covenant, or
agreement of Operator under this Agreement, or to collect actual,
but not consequential ~ damages for breach of contract, or to
effect or obtain any other remedy available.
No remedy herein conferred upon, reserved, or waived by
GRANTEE or its assigns is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall
b e cum u 1 a t i v e and s h all b e i n add i t ion toe vet' y 0 the r rem e d y g i v e n
under this Agreement or available at law or in equity.
Section 14. NOT JOINT VENTURES: GRANTEE and Operator are
not, and shall never be considered, as joint venturers or partners
of each other, and neither shall have the power to bind or
obligate the other except as set forth in this Agreement. There
shall be no liability on the part of GRANTEE or Operator to any
person, firm, or corporation for any debts incurred by the other
resulting from business conducted by it unless GRANTEE or Operator
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 18
agrees in writing to pay such debt.
Section 15.
USE OF TRADE NAME:
Use of trade names,
trademarks, logos and other means of identification of Meridian
City and Operator are hereby allowed without cost or exception to
the parties.
Upon the termination of this Agreement, Operatot'
s h all d i s con tin u e the use 0 f t r' a den a me s, t r a d em ark s, s i 9 n san d
forms of advertisement which indicate a continuance of operating
FTZ No.
Any such trade names, copyrighted material,
pro c e d u r a 1 man u a 1 s, tat' iff s, i n v e n tOt' Y con l: r 0 1 s y s t ems, com put e r'
software and related items, developed or created in conjunction
with the Operation of FTZ No.
shall, upon termination of this
Agreement, become the property of the parties as described in
Section 25 hereinbelow. In the event Operator shall fail to make,
or cause to be made, .such changes, within thirty (30) days after
written notice from GRANTEE, then Operator hereby grants to
GRANTEE the right to enter upon the lone without being deemed
guilty of trespass, and to make or cause to be made such changes
at the expense of Operator, which expenses the Operator agrees to
pay on demand.
Section 16.
WITHDRAWAL OR SURRENDER OF GRANT:
If the
grant of a FTZ to GRANTEE shall be surrendered, revoked or
canceled, this Agreement shall terminate and Operator shall have
no claim against GRANTEE by reason of such surrender, revocation
or cancellation, and Operator shall have no further interest in
the subject matter of this Agreement except to t'eceive such
additional compensation as may be or become due to it pursuant to
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 19
t his A g r e e men t s b y vir t u e 0 f set. v ice s r end ere d 0 r f a c i 1 i tie s
furnished before the date of such revocation or cancellation.
Section 17.
NON-ASSIGNABILITY: The Y'ights and obligations
created hereunder being in the nature of a contract for personal
servicess Operator shall not assign this Agreement or any interest
hereunder to any other party without written approval of GRANTEE.
Operator shall notify GRANTEE prior to any changes of the
e f fee t i v e con t t. 0 1 0 fOp era t () Y- 's cor POt. a t ion. G RAN TEE res e Y' v est h e
right to terminate this Agreement upon ninety (90) days notice
should such effective control change be found unsuitable by
GRANTEE.
Section 18.
INTERPRETATION OF AGREEMENT:
A. This Agreement shall be governed by and construed 1n
accordance with the laws of the State of Idaho except where
federal law has preempted such appl ication.
B. All terms and words used in this Agreement, regardless
of the number and gender in which they are useds shall be deemed
and con s t rue d t 0 i n c 1 u d e any 0 the Y' n u OJ b e r ~ s; n 9 u 1 a r 0 r p 1 u r a 1 san d
any other genders masculine, feminine or neuter, as the context
or sense of this Agreement and any other paragraph or cl ause
herein may requires the same as if such words had been fully and
properly written in such number and gender.
Section 19.
USE OF FTZ:
Operator agrees to operate the
Zone for the use and benefit of the public and to make available
to the public on fair and reasonable terms all Zone fae; li"t;es and
furnish all
services for fair, equals
and not unjustly
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 20
d i s c rim i n a t 0 r:y p r ice s for e a c h u ni tor s e r V ice s, pro V ide d tile
Operator may be allowed to make reasonable and nondiscriminatory
. :
discounts: rebates~ or other similar types of price reductions to
volume' purchasers.
It is expressly understood and agreed that
nothing herein contained shall be construed to grant to authorize
the granting of exclusive rights within the meaning of ill??????
Section 20.
NONDISCRIMINATION: Operator~ for itself, its
personal representatives) successors in interest) and assigns) as
a part of the consideration hereof) does hereby covenant and agree
that (1) no person on the grounds of race, color, national origin~
religion~ sex) age~ marital status) veter'ansl status~ physical or
mental handicaps for which reasonable accommodations can be made
or other non-meritorious factors or other factors which do not
constitute pona fide occupational requirements shall be excluded
from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities) (2)
that in the construction of any improvements on) over) or under
such land and the furnishing of services thereon, no person on the
grounds of race, color, national origin) religion) sex, age,
marital status, veterans' status~ physical or mental handicaps for
which reasonable accommodations can be made or other non-
meritorious factors or other factors which do not constitute bona
fide occupational requirements shall be excluded from
participation in) denied the benefits of) or otherwise be
subjected to discrimination, ( 3 ) that the operator shall.use the
premises in compliance with all other applicable requirements of
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 21
Federal, State or Local laws or regulations and as said laws or
regulations may be amended.
It is the exclusive responsibility
of GRANTEE to determine bona fide occupational requirements. It
is further agreed that in the event of breach of any of the above
nondiscrimination covenants, the GRANTEE shall have the right to
terminate this Agreement and to re-enter and repossess said land
and the facilities thereon, and hold the same as if said Agreement
had never been made or issued.
Section 21.
ENTIRE AGREEMENT: This Agy'eement contains the
entire agreement of the parties and no representation, inducement,
promise, agreement, oral or otherwise, not embodied herein shall
be of any force or effect.
Section 22.
AMENDMENT:
No termination, cancellation,
modification, amendment, deletion, addition or other change in
this Agreement, or any provisions hereof, or waiver of any right
or remedy provided hereunder shall be effective for any purpose
unless specifically set forth in writing signed by the party or
parties to be bound thereby. The waiver of any right or remedy
ill respect to any occurrence or event or non-occurrence on one
occasion shall not be deemed a waiver of such right or remedy in
respect to such occurrence, non-occUrrence or event on any other
occasion.
Section 23.
RESTRICTION OF RIGHT:
It is expressly
understood by and between the parties hereto that Operator is
granted the right solely to operate the Zone or Zones described
herein and to collect fees and other charges set forth in the
REIGN-TRADE ZONE OPERATOR AGREEMENT
M@RIOIAN CITY/SERVICE TRANSPORTATION INC. - 22
schedules and tariffs to be developed hereunder. Operator is not,
nor shall it at any time be deemed to be, a real estate agent or
com m i s s i on broker i nit s d e a lj n 9 s w hi c 11 t. e s u 1 tin the 1 0 cat j on of
tenants.within the Zone.
Section 24.
NOTICES:
Notices to the parties shall be
given by mailing a copy of the same by fir'st class mail to the
respective parties at the addresses set forth below.
E. Teryl Adams
International Trade Services, Inc.
125 N. 6th Street
Payette, Idaho
do you want the Mayor/City of Meridian here?
Section 25.
PROPRIETARY INTEREST:
As a part of this
Agreement, Operator is required to develop a certain manuals,
tariffs, inventory control systems, computer software and related
intellectual property. It is expressly understood by and between
the parties hereto that both the GRANTEE and the Operator have a
proprietary interest in such work product and, in the event of
termination of this Agreement for any reason, such work product
shall be and remain at all times the pt'operty of GRANTEE and
Operator. Neither party may interfere in the use of said property
by the other. In the event of the termination of this Agreement,
GRANTEE may allow Users of Foreign-Trade No.
and its subzones
to use such manuals, tariffs, inventor'y controls systems, computer
software, and related items, in their respective operations at FTZ
No. and its subzones.
fOREIGN-TRADE ZONE OPERATOR AGREEMENT
MERIDIAN CITY/SERVICE TRANSPORTATION INC. - 23
$.ection 2!5.
BINDING EFFECT:
This Agreement shall be
bin din g u p 0 n and 1 n u Y' e tot h e b e n e fit 0 f the p a y- tie she r e to, the i r
respective successors and assigns. Provided. however, that this
. /t~~~..,
paragraph is::'.to beln no way constr'ued as granting to Operator the
right to assign this Agreement or any interest therein without the
express prior written approval of GRANTEE. which approval may be
withheld for any reason.
IN WITNESS ItJHEREOF. the
this
l\~p"e eme'n t ,t.o
executed
as
of
this
the
day
of
, 1991.
OPERATOR:
GRANTEE:
BY:
BY:
ITS:
ITS:
FOREIGN-TRADE ZONE OPERATOR AGREEMENT
ME~lDIAN CITY/SERVICE TRANSPORTATION INC. - 24
.t:
;
- -----'>
r
E y: h " ~ ; ~
t r B II
CORPORATE RESOLUTION
I HEREBY CERTIFY, that I am the duly elected and qualified
Secretary of Gemtone, Inc. and the keeper of the records and
corporate sealtbf said corporation; that the following is a true
and correct copy of resolutions adopted at a meeting of the Board
of Directors thereof held in aC~l'~nce with its By-Laws at its
offices at Boise, Idaho on the~ day of September, 1991, and
that the same are now in full force.
COpy OF RESOLUTIONS
'BE IT RESOLVED, that the President or Secretary of this
corporation, or their/his successors in office, or anyone of them
be and they/he hereby are/is authorized for, on behalf of, and in
the name of this Corporation to: immediately commence with the
inclusion of the
I. Treasure Valley Business Center property (see attached
plat) at Meridian, Idaho into the classification of
either:
A. A General Purpose, Foreign-Trade Zone, or~
B. A Remote Site, General Purpose, Foreign-Trade Zone,
or;
C. A Sub-Zone, General Purpose, Foreign-Trade Zone,
as authorized by the u.s. customs Department.
II. Execute in such form as may be required all applications,
letters and other evidences of such a process.'
'RESOLVED FURTHER, that this resolution shall continue in
force, and said Firm may consider the holders of said offices and
their signatures, respectively, to be and continue as set forth in
the certificate of the Secretary of this corporation accompanying
a copy of this resolution when delivered to said Firm or in any
similar subsequent certificate, until notice to the contrary in
writing is duly served on said Firm.'
I HEREBY FURTHER CERTIFY, that the following named persons
have been duly elected to the offices set opposite their respective
names, that they continue to hold these offices at the present
CORPORATE RESOLUTION -- 1
,
time, and that the signatures appearing hereon are the genuine,
original signatures of'each respectively:
~~ tS7~(;/
EugenK D. Heil ~ '"
President
.
.
~~/;.M
Thomas T. Wright .,
Secretary/Treasurer
IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary
and have caus~~he corporate seal of said Corporation to be hereto
affixed this '?!! day of ~~tE:,-e , 1991.
-
~~- ),
p; .
Thomas T. Wr1ght,
IMPRINT
SEAL HERE
I hereby certify that I am a Director of said Corporation and
that the foregoing is a correct copy of resolutions passed as
therein set forth, and that the same are now in full force.
~~ t3Y~
Eugene ~. Heil, President
CORPORATE RESOLUTION 2
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