HomeMy WebLinkAboutLONG BEACH, CITY OF2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18�
19
201
21
22
231
24
25
26
27
28
i
a
i ,a*
FOREIGN -TRADE ZONE
OPERATIONS AGREEMENT
CITY OF SANTA ANA
1. PARTIES:
This Agreement is made and entered into, in dupli-
cate, as of this I $ ti day of _ 'F!:-preLk 1981,
a minute order
Pursuant to 1&7 1XX4y XX2d)=XKX)XXXXXXk adopted by the Board of
Harbor Commissioners of the City of Long Beach, at its meeting
Minutes
of January 21 _ 198,O, and pursuant to
of the meeting of the City Council of the City of Santa Ana held
K, Y,XXXXXXXXX ,xgy,�iaXYx�xXtaaxaktXXi$o=ockkX Xi (xxl%k X x,%)GXI XXXX
on 1--20-1986,
XKKX-XKXE.KKy&dgK. 4XdJKXXXXXXX.XXXXXXXXXXXXXX,X by and between the
CITY OF LONG BEACH, a municipal corporation., acting by and through
its Board of Harbor Commissioners ("Long Beach") and the CITY OF
SANTA ANA, a municipal corporation, ("Santa Ana")
2. RECITALS: This Agreement is made with reference to
the following facts:
2.1. Long Beach is the grantee of Foreign -Trade
Zone No. 50 at Long Beach, California, an expansion site of
Foreign -Trade Zone No. 50 at Ontario, California, and subzones of
Foreign -Trade Zone No. 50 at Long Beach and San Diego, California.
2.2. Long Beach intends to apply for and obtain
permission from the: United States Foreign -Trade Zone's Board,
with the cooperation and assistance of Santa Ana to further
expand Foreign -Trade Zone No. 50 by establishing, operating and
maintaining an expansion foreign -trade zone site within the limits
of the City of Santa Ana at the property described in Exhibit "A",
attached hereto and incorporated herein ("zone site").
1 H D-4U 80
L-99 p ffi)
1 2.3. ,Santa Ana intends to acquire the zone site
2 and wishes to have the same designated for foreign -trade zone
3 activities, pursuant to the authority granted by Long,Beach upon
4 the terms and conditions set forth in this Agreement and in
5 accordance with standards of construction and operation approved
6 by Long Beach and the Foreign -Trade Zone's Board and applicable
7 laws relating to the occupancy and use of the zone site.
8 2.4. Santa Ana intends to sell or lease portions
9 of the zone site to third artier
P ("zone users"}. Zone activities
10 shall be subject to this Agreement as well as the agreements
11 between the Long Beach and a zone user referred to in paragraph
N
12 3.2.
13 3. AUTHORITY GRANTED/ACCEPTED:
.cam o�
Ua "'
ccoo-c 14
3.1. Authority Granted - Upon approval by the
008T-
15 Foreign -Trade Zone's Board, Long Beach shall grant to Santa Ana
U �
16 authority to utilize the zone site as a foreign -trade zone, sub-
17 ject to the terms, conditions, agreements and restrictions herein
18 set forth, for the term hereof, including any extensions thereof,
19 Zone activities shall be in conformity with the authority granted
20 by Long Beach.
21 3.2. Authority Accepted - Upon
P p approval by the
22 Foreign -Trade Zone's Board, Santa Ana shall assume responsibility
23 for the development of the zone site in accordance with the
24 terms and conditions of this Agreement during the term hereof,
25 including any extensions thereof. Santa Ana intends to sell or
26 lease portions of the zone site to zone users who shall operate
27 within Foreign -Trade Zone No. 50 in cooperation with Long Beach.
28
All agreements, for the sale or lease of zone site parcels
4asnoa5� 2
I
with zone users shall contain the following provision:
2
"This Agreement is subject to (Grantee/ Lessee)
3
entering .into an agreement with the CITY OF LONG
4
BEACH containing provisions substantially similar to
5
Paragraphs 1 to 19, inclusive, of that certain Agreement
6
dated , 198—, between the CITY OF
7
SANTA ANA and the CITY OF LONG BEACH acting through its
8
Board of Harbor Commissioners as grantee of Foreign -Trade
9
Zone No. 50. The organization designated by LONG BEACH
10
with the concurrence of SANTA ANA to provide services
11
and equipment to grantees and lessees within the zone
12
m;
site is not precluded from char g'xn g (Grantee/Lessee) for
_c°om°o!� 13
services rendered in connection with zone activities.
Uo�roc*�
14
(Do=�
The CITY OF LONG BEACH, entering into its agreement with
,Q�m a 15
l,9
the CITY OF SANTA ANA, has agreed to execute such an
U J 16
agreement with (Grantee/Lessee) as above specified.'
17
4. TERM: Unless terminated as herein provided, this
18
Agreement shall remain in effect for twenty-five (25) years
19
commencing on the first day of the month subsequent to grant of
20
authority to operate the expansion foreign --trade zone in the
21
City of Santa Ana.
22
5. DUTIES OF SANTA ANA: Santa Ana shall:
23 5.1. Santa Ana shall appoint or cause to be
24 Foreign Trade zone
appointed a akfK:kXffKXX Advisory Committee, composed of persons
25 engaged in international business in Orange County to advise
20 Long Beach and Santa Ana of matters affecting Orange County
27 businesses as those matters relate to the administration, promos-
28 tion and development of the Santa Ana foreign -trade zone expansion
L-ss (loa5) 3
N
-oo
C � CO
0
om our
7O.0 aN
ojc��
N 0
VQ
0
m ~
�,
'2 o
U J
1 site and provide that a repesentative from Long Beach designated
2 by the Executive Director of the -Long Beach Harbor Department
3 ("Executive Director") shall be an ex officio member of such
4 committee.
5 5.2. Santa Ana shall use its best efforts to
8 acquire the zone site and develop, sell or lease parcels of the
7 zone site to zone users who will dedicate, develop and utilize
8 the property for foreign -trade zone activities. If, upon dis-
9 position of zone site parcels to zone users, less than fifty-one
10 percent (51%) of the zone site is dedicated and utilized for
11 foreign -trade zone activities, Long Beach, in its sole discretion,
12 may terminate this Agreement pursuant to the provisions of para-
13 graph 14.1.
14 5.3. Enter into legally binding disposition and
15 development agreements with zone users or other parties for the
16 construction of structures and facilities to be used for foreign-
17 trade zone activities subject to the prior approval thereof of
18 Long Beach, which approval shall not be unreasonably withheld.
19 Neither Santa Ana nor any zone user shall make any substantial
20 alterations or improvements to approved structures which
21 materially effect operation of the zone site or portions thereof,
22 unless the alterations or improvements are approved by Long Beach,
23 the Foreign -Trade Zone's Board, U. S. Custom Service, the U. S.
24 Arm Corps of
Y p Engineers, as required by law.
25 5.4. Cooperate with Long Beach in marketing and
26 publicizing the zone site.
27 5.5. Provide Long Beach with information required
28 for the prepartion of the annual report to the Foreign -Trade
4
wa(1086) 1
I zone's Board
2 6. DUTIES OF LONG BEACH: Long Beach shall:
3 6.1. Provide for administration of foreign -trade
4 zone activities consistent with its authority, powers and duties
5 as a grantee of Foreign -Trade Zone No. 50.
6 6.2. Provide liason with the Citizens' Advisory
7 Committee.
8 6.3. Cooperate with Santa Ana in marketing and
9 publicizing the zone site,
10 6.4. Prepare and submit an annual report to the
11 Foreign -Trade Zone's Board.
�T 12 6.5. Provide liason to and coordinate with U. S.
oc'0E 13
r OCO CIO Customs Service.
0- mar
daprm 14 7. STANDARDS OF OPERATION OF PROPERTY UTILIZED FOR
a°aNigroi�
a3 CL 15 FOREIGN -TRADE ZONE PURPOSES.
O C9 16
7.1 Foreign --Trade Zone Management - Long Beach
17 shall establish standards of operation and management of the
18 zone which conform to the requirements of the Foreign -Trade Zone's
19 Board and the U. S. Customs Service, and applicable laws of the
29 State, County and City and shall require conformance: with such
21 standards by all persons, firms, and corporations admitted by it
22 to the zone site. All agreements between Long Beach and a zone
23 operator shall include the following:
24 7.1.1. Maintenance of a separate but uniform
25 system of accurate books, records and accounts for each
26 zone user area.
27 7.1.2. Availabilityof adequate q personnel
28 to service each zone user area and to insure the ability
5
499(10W)
I
at each zone user area to receive and ship goods during
2
normal business hours (8:00 a.m. - 5:00 p.m.), Monday
3,
through Friday.
4
7.1.3. All marketing, advertising, and
5
other promotional efforts shall give equal promotion of
6
each zone user area.
7
7.1.4. All charges by zone operator to
8
users shall be uniform at all zone user areas.
9
7.1.5. The zone operator shall not promote,
10
prefer, or suggest one zone user area over another, but
11
shall leave such choice to zone user. This is not
N
12
intended to restrict the zone operator from fully
cr
=d'=�
4Jmo�
i3
advising zone users of the respective services available
aan�
14
at each zone user area which may be more conducive to
0
oT mD
15
the zone user's particular needs, i.e., difference in
16
transportation charges to move goods to one zone user
17
area as opposed to another, availability of office
18
,space or outdoor storage at one zone user area as
19
opposed to another, etc.
20 7.1.6. Assurance of availability at each zone
21 user area to all qualified persons in accordance with
22 regulations promulgated by the foreign --Trade Zone's
23 Board.
24 7.1.7. Operational expenses which are not
25 directly identifiable to a particular zone user area
26 shall be prorated among the zone user areas based upon
27 the ratio of each zone user area's total net income
28 (as defined in Foreign -Trade Zone's Boards regulations)
L-o(10,8% 11 6
ppN
C� �COr
�_
La
O CO `OLD
CMc"
¢ cc� Cog
CU"—T3
c3 0
1 bears to the total net income of all zone user areas
2 combined.
3 7.2. Right of Entry - Representatives of Long
4 Beach, the Foreign -Trade Zones Board, the U. s. Customs Service
5 and other authorized U. S. Government agencies, shall have the
0 right to enter the zone user area for the purpose of examining
7 the same, conferring with Santa Ana, its agents, invitees, and
8 employees on such premises, inspecting and checking operations,
9 supplies, equipment and merchandise, and determining whether the
10 business is being conducted in accordance with the procedures
11 established in this Agreement. All such entries shall be in
12 accordance with the established security procedures of the zone
13 site and be upon reasonable notice during normal working hours.
14 7.3. Further Instruments and Actions - Each party
15 shall deliver such further instruments and take such further
16 action as may be reasonably requested by the other in order to
17 carry out the provisions and purposes of this Agreement.
18 8. IMPROVEMENTS CONCERNING PROPERTY UTILIZED FOR
19 FOREIGN --TRADE ZONE PURPOSES:
20 gol Improvements - Long Beach shall, with the
21 approval of the Foreign -Trade Zone's Board and other appropriate
22 authorities, permit Santa Ana, zone users, or other parties for
23
zone purposes, to erect, operate, and maintain within the zone
24 site such buildings, structures, and/or machinery and equipment
25
("improvements") for foreign -trade zone purposes which improve-
26 ments and the construction and operation thereof shall be subject
27 to the applicable provisions of the Foreign -Trade Zone's Board
28 regulations and all other governmental agencies.
L-99 (IM)
7
1 8.2. Improvements Generally - Santa Ana agrees
2 that it will not construct any additional zone facility or make
3 any substantial alterations to the improvements referred to in
4 Section 8.1., which materially affect operation of the zone site
5 , unless plans and specifications for such alterations or
6 additional improvements are first submitted to Long Beach for
7 the concurrence of the Foreign -Trade Zone's Board, the U. S.
8 Customs Service, and the U. S. Army Corps of Engineers, as
9 required by law.
10 8.3 Repair and Maintenance - Santa Ana will repair
11 and maintain or cause to be repaired and maintained the zone
�mroR� 12 site premises in a clean and orderly condition consistent with
7 C71
mom°oU) 13 its standards for the particular operations in the zone site.
16J C�^CJ '
V5co75
C��sc 14 9. RECORDKEEPING: Long Beach shall be responsible
OM
a15 for all recordkeeping and reports required by the Foreign -Trade
CP
16 Zone's Board and the U. S. Customs Service. Santa Ana shall
17 cooperate in providing narrative data and photographs as required.
18 10. ADMINISTRATIVE EXPENSE:
19 10.1 Grantee Administrative Charges - Santa Ana,
20 upon approval of the Application of the Expansion of Foreign -Trade
21 Zone No. 50 to include the zone site by the Foreign -Trade Zone's
22 Board, shall pay Long Beach the sum of $I0,000 which represents
23 compensation for services rendered by Long Beach in connection
24 with obtaining approval of said application. Thereafter, the
25 Santa Ana shall pay to Long Beach a fee in the sum of $5,000
26 annually on or before the anniversary of the effective date of
27 this Agreement. The annual fee shall be adjusted as of the
28 fifth (5th), tenth (loth), fifteenth (15th) and twentieth (20th)
8
L93 jYDY3fi� -
I anniversary of the effective date (as defined in paragraph 16)
2 of this Agreement. In adjusting the fee, the parties shall
3 take into consideration the nature of the services rendered by
4 Long Beach, the time expended thereon by Long Beach and such
5 other factors as the parties deem necessaryfor
a proper deter-
6 mination of a fee'payabl,e by Santa Ana. If the parties are
7 unable to agree on the amount of the adjusted fee, then the
8 amount thereof shall be determined by arbitration. Whenever
9 arbitration is necessary, the party desiring arbitration shall
10 select an arbitrator and give written notice to the other party,
11 who shall select an arbitrator within ten (10) business days
m12 12
after receipt of such notice. If the other party fails to name
oocOm�
m=E
JmOM 13 such second arbitrator within said ten (10) business days, the
U p W �N
fro � 14 arbitrator named by the first party shall decide the matter.
.2 � ,n 0
CL
NQ)t
ao 15 If the two cannot agree upon a third, he shall be appointed by
o -' 16
any judge of the Superior Court of the County of Los Angeles,
17 California, upon application made therefor by either party upon
18
ten (10) days` written notice to the other. Upon their appoint--
19 meet, the three arbitrators shall enter immediately upon the
24
discharge of their duties and must determine the issue or issues
21 submitted to these and file their determination in writing with
22 Long Beach and Santa Ana within sixty
(60) days after their
23
appointment. The arbitration proceedings shall be in accordance
24 with the provisions of Title 9 (Arbitration) of Part 3 of the
25 California Code of Civil Procedure.
26
ll. INDEMNIFICATION:
27
11.1. Santa Ana aqrees to defend, indemnify and
28
hold harmless the City of Long Beach,. its Board of Harbor
L•88(1WJ 9
1 Commissioners and their officers and employees while acting
2
within the scope of their duties, from and against any and all
3
actions, suits, proceedings, claims and demands (including
4
reasonable attorney's fees and court costs) whether insured or
5
not, arising out of or incident to Santa Ana's obligations and
6
operations hereunder.
7
11.2. Long Beach, agrees to defend, indemnify and
8
hold harmless the City of Santa Ana, its officers and employees
9
while acting within the scope of their duties, from and against
10
any and all actions, suits, proceedings,, claims, and demands
11
(including reasonable attorney's fees and court costs) whether
ro28-
m VS8
12
insured or not, arising out of or incident to Long Beach's obliga-
�o �o
13
tions and operations hereunder,
[ooz
14
12. INSURANCE
0
15
12.1. Santa Ana agrees to place or cause to be
of
16
placed with an insurance company or companies which do business
17
in the State of California, and keep in effect during the term
18
of this Agreement, insurance for the benefit of Long Beach, with
19
the City of Long Beach, its Board of Harbor Commissioners and
20
their officers and employees designated as named insureds under
21
the policy. Said policy shall provide public liability and
22
property damage insurance covering the zone site and shall. have
23
a combined single liability limit of not less than Two Million
24
Dollars ($2,000,000). Santa Ana shall furnish Long Beach with
25
certificates of such insurance and will provide that coverage
26
shall not be cancelled without thirty (30) days prior written
27
notice by registered or certified mail to the Executive Director.
28
12.2. As Santa Ana sells portions of thezone site
10
L-99 (1U85j
1 for zone purposes or any other purposes, the insurance requirement
2 shall be modified to delete the portions of the zone site sold.
3 Where the zone site is leased or rented, Santa Ana, if it owns
4 said zone site, shall provide insurance on that property or
5 shall have the lessee thereof provide the insurance in. the amount
6 and under the conditions set forth above. Said insurance policy
7 or insurance certificates required herein shall be submitted to
S Long Beach for approval as to form and as to sufficiency.
9 13. FOREIGN -TRADE ZONE ACT REQUIREMENTS: In case of
10 any conflict between the terms of this Agreement and the require-
11 ments of the Foreign --Trade Zones Act and regulations .issued there--
12 under, said Act and regulations shall control.
13 14. RIGHTS AND OBLIGATIONS OF PARTIES UPON TERMINATION:
14 14.1. Termination b Long Beach - In the event
15 Long Beach for any reason wishes to terminate its participation
16 in the foreign -trade zone activities hereunder, at least one
17 hundred eighty (180) days prior written notice must be delivered
18 to Santa Ana. Santa Ana shall have the right, directly or through
19 another entity, to assume the rights and obligations of Long
20 Beach subject only to the approval of the Foreign Trade Zone's
21 11 Board.
22 14.2. Termination for Default - In the event that
23 Santa Ana should default in its obligations hereunder, except
24 such defaults as may be caused by Acts of God or public enemy,
25 confiscation of facilities, compliance with other order or request
26 of an governmental authority, Y g y, acts of war or sabotage or damage
27
resulting tberefr_om, import or export restrictions, fires,
28 floods, explosions, accidents, breakdowns, riots or strikes or
11
L-99(mm)
I other concerted acts of workmen, whether direct or indirect, or
2 any other causes whether or not of the same class or kind as
3 those specifically above named which are not within the control
4 of Santa Ana and which, by the exercise of reasonable diligence,
5 Santa Ana is unable to prevent or provide against, Long Beach
6 may terminate this Agreement, unless Santa Ana commences to cure
7 the default within thirty (30) days of receipt of written notice
8 from Long Beach. '
9 14.3. Withdrawal of Grant - If the grant of
10 Foreign -Trade Zone No. 50 to Long Beach shall be revoked or
11 cancelled, without fault of Long Beach, this Agreement shall
0� 12 terminate and Santa Ana shall have no claim against Long Beach
�m r
C
=OM8- 13 by reason of such revocation or cancellation, and Santa Ana
U o C � N
CC o14 shall have no further interest in the subject matter of this
y- V OC
o289�
�¢3:In' 15 Agreement.
16
14.4. Termination by Santa Ana - Santa Ana
17 shall have the right, at any time, to terminate without cause
18 this Agreement and all .rights and obligations hereunder upon one
19 hundred and eighty (180) days prior written notice. Long Beach
20 shall riot seek nor be entitled to restitution for damages, if
21 any, created by such a termination.
22 15, INDEPENDENT CONTRACTOR STATUS: Long Beach and
23 Santa Ana are not and shall not be considered as joint venturers,
24 partners, or agents of each other, and neither shall have the
25 power to bind or obligate the other except as set forth in this
26 Agreement. Long Beach and Santa Ana agree not to represent
27 to anyone that they are agents of one another or have any author--
28 ity to act on behalf of one another.
12
LQ(10'a
1
2
3
4
5
6
7
8
9
10
11
2 12
09 13
t p(b QT
UJ cc �r
CT0oV 14
C Q U C
�d m 15
Ce) mg
16
17
18
19
20
21
22
23
24
25
26
27
28
16. EFFECTIVE DATE OF AGREEMENT: This Agreement shall
become effective between the parties hereto upon the formal
grant of authority from the Foreign -Trade Zone's Board to establish
the zone site.
17. NOTICES:
All notices to the zone grantee shall be sent by
certified mail, return receipt requested, addressed to the zone
grantee as follows:
The Executive Director
Long Beach Harbor Department
P. O. Box 570
Long Beach, California 90801
or at such other address as Long Beach designates in writing.
.All notices to Santa Ana shall be sent by certified mail, return
receipt requested, addressed to:
The City Manager
City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 9270 1
or at such other address as Santa Ana designates in writing.
The date of delivery as evidenced by the postal return receipt
shall be deemed the date of service of the notice.
18. MISCELLANEOUS:
18.1. Construction - This Agreement shall be
governed by and construed in accordance with the Foreign -Trade
Zones Act, regulations adopted by the Foreign -Trade Zone's Board
thereunder and all amendments thereto, and the applicable laws
of the State of California.
18.2. Counterparts - This Agreement may be executed
in any number of counterparts, each of which when so executed
13
L-99 Gassy
1
2
3
4
5
6
7
8
9
10�
11
12
� D
13
o`oLn
NJ c�=C+7
14
C:
15
U �
-' 16
17
18
19
20
21
22
23
24
25
26
27
28
and delivered shall be deemed an original, but such counterparts
together shall constitute but one and the same Agreement.
18.3. Headings -- Headings and captions in this
Agreement are.solely for the convenience of reference and shall
not affect its interpretation.
18.4. Integration - This instrument contains the
entire agreement of the parties, and no representations, induce-
ments, promises, or agreements, oral or otherwise, not embodied
herein shall be of any force or effect.
18.5. arability - If any provision of this Agree-
ment is declared void or defective, that declaration will not
affect the validity of any other provision of this Agreement.
18.6. Waiver -- No failure of either party hereto
to exercise any right or power given it hereunder, or to insist
upon strict compliance by the other party of any obligation here-
under, and no custom or practice at variance with the terms
hereof, shall constitute a waiver of the party`s right to demand
exact compliance with the terms hereof.
18.7. Gender - All terms and words used in this
Agreement, regardless of the number and gender in which they are
used, shall be deemed and construed to include any other number,
singular or plural, any other gender, masculine, feminine, or
neuter, as the context or sense of this Agreement or any paragraph
or clause herein may require.
L-W(10.M)
14
1
2
3
4
5
6
7
8
9
10
11
Z C*1j
U"2 Q - 12
13
oco 80
18.8. Amendment - This Agreement cannot be changed
orally but only by an agreement in writing executed by all parties
I hereto.
tas'A'6' C( ton,
N
STATE OF CALIFORNIA) SS
COUNTY OF ORANGE
CITY OF LONG BEACH, a municipal
corporation, by order of its
BOARD of Harbor Commissioners
By
xecu ve DitAector
L Beach Harbor Department
CITY OF SANTA ANA, a municipal
corportion
before me, the undersigned,
On personally appeared
a Notary Public in and for said state,
Daniel E. Griset, known to me to be Mayor and Janice C. Guy,
known to me to be Clerk of the Council, of the City Of Santa
Ana, a municipal corporation, and known to me to be the
persons who executed the within instrument on behalf of said
municipal corporation, and acknowledged to me that such
municipal corporation executed the within instrument by
authorization of the City Council at its meeting held on
� signature i of Notary
(1 AT,
RICI�APD A ArAEP-
CAUFORK
NOTARN PUBUC
ORANGE COUNTY
6
my conini. expires JUN 13, 198 4
ONVHO
TTT
i'T-I
D
0
LL