Shelter Services Agreement - Align Technology Inc. and Elamex SA de CV
SHELTER SERVICES AGREEMENT BETWEEN
ALIGN TECHNOLOGY, INC.
AND
ELAMEX, S.A. DE C.V.
TABLE OF CONTENTS
TABLE OF CONTENTS ......................................................... 1
1. Manufacturing Space.................................................... 2
2. Space Services ........................................................ 3
3. Import/Export Services................................................. 3
4. Mexican Customs, Duties, Taxes and Other Charges ...................... 4
5. U. S. Customs, Duties, Taxes and Other Charges ........................ 5
6. Product Assembly ...................................................... 5
7. Personnel Services and Manning Table .................................. 5
8. Invoicing and Other Charges............................................ 8
9. Term .................................................................. 9
10. Early Termiantion ..................................................... 9
11. Warranties ............................................................ 10
12. Realtionship of the Parties ........................................... 11
13. Insurance ............................................................. 12
14. Notices ............................................................... 12
15. Force Majeure ......................................................... 13
16. Bailment .............................................................. 13
17. Jurisdiction and Disputes ............................................. 15
18. Mutual Indemnity ...................................................... 18
19. Default ............................................................... 18
20. Miscellaneous ......................................................... 18
EXHIBIT "A" ........................................................... 22
PLANT LAYOUT .......................................................... 22
EXHIBIT "B" ........................................................... 24
INVOICING ............................................................. 24
EXHIBIT "C" REMOVED ................................................... 25
25
EXHIBIT "D............................................................. 26
MANNING TABLE ......................................................... 26
EXHIBIT "E" ........................................................... 27
AUTHORIZED SIGNATURES ................................................. 27
EXHIBIT "F" ........................................................... 28
THE PRODUCT ........................................................... 28
EXHIBIT "G" ........................................................... 29
UTILITIES CONSUMPTION ................................................. 29
EXHIBIT "H" ........................................................... 32
DTA ................................................................... 32
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SHELTER SERVICES AGREEMENT BETWEEN
ALIGN TECHNOLOGY, INC.
AND
ELAMEX, S.A. DE C.V.
This agreement ("Agreement") made as of this 3rd day of June, 2002 by Align
Technology, Inc. Santa Clara, CA. (hereinafter ALIGN) and ELAMEX, S.A. DE C.V.,
a company duly incorporated in the Republic of Mexico, with principal offices in
C. Juarez, Chihuahua, Mexico, (hereinafter "ELAMEX").
A. Whereas, ALIGN desires to have ELAMEX assemble products in Mexico from
parts, materials and certain equipment supplied by ALIGN (the "Product");
and
B. Whereas, ELAMEX desires to perform such services and maintains status as a
Maquiladora duly authorized by the Mexican Secretary of Commerce and
Industrial Development, and
C. Whereas, both parties warrant and represent that they are duly authorized
to execute this Agreement, and such authorization is in full force and
effect.
Now, therefore, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:
1. MANUFACTURING SPACE
1.1. ELAMEX agrees to perform the Services for ALIGN at the ELAMEX facility
designated as Elamex Plant No. 11 located in the Fernandez Industrial
Park, in Cd. Juarez, Chihuahua, Mexico (the "Facility"), using parts,
materials, production supplies, packaging material and certain
equipment supplied by and belonging to ALIGN. ELAMEX shall arrange
sufficient Facility and facility services ("Services") to enable it to
assemble the Product. Such Facility and Services shall include as a
minimum:
1.1.1. A space of 23,088 square feet for the assembly of the Product,
warehousing of parts and assembled Product, offices and allocated
space ("Space") as described in Exhibit "A". Share space will be
reviewed time to time to adjust cost shared calculation based on
percent utilization of total manufacturing space.
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ALIGN/ELAMEX SHELTER AGREEMENT
1.2. The Facility will have at a minimum:
1.2.1. Modern devices for the supply of heat, evaporative cooling,
lighting and water;
1.2.2. Industrial electrical power; and
1.2.3. A dedicated Mexican non-toll telephone line, with extensions
for the resident manager and his staff as well as normal office
furnishing.
1.3. Upon request of ALIGN for additional Services, ELAMEX shall use its
best efforts to provide the same in an efficient manner at a fair and
reasonable cost.
2. SPACE SERVICES
2.1. ELAMEX shall supply the following services, at ALIGN's expense to the
Space:
2.1.1. Utilities for heating, lighting and cooling;
2.1.2. Janitorial services, including trash and refuse removal.
2.1.3. Repair and maintenance of the Space and the Facility; and
2.1.4. Facility security.
2.2. All expenses will be charged to ALIGN with a mark up according to
Exhibit B.
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ALIGN/ELAMEX SHELTER AGREEMENT
3. IMPORT/EXPORT SERVICES
3.1. ELAMEX shall provide all necessary administrative services to effect
shipment of equipment and material to and from Mexico, using the
information supplied by ALIGN. ALIGN will supply such information in a
timely fashion so that ELAMEX may obtain all necessary permits. Such
administrative services shall include, but not be limited to, securing
Mexican import permits, preparation of required customs clearance
papers, and all necessary trucking, handling, moving, and storage.
3.2. ELAMEX will provide importation of raw materials and parts from
ELAMEX' warehouse in El Paso, Texas to Mexico, and exportation of
assembled Product to El Paso. Align shall reimburse the cost of any
south and northbound services, plus the mark-up table showing on
exhibit B, for Customs.
3.3. ALIGN will provide the trailer(s) as required. ELAMEX may rent
trailer(s) on behalf of ALIGN, if so instructed. ALIGN shall reimburse
such cost at the actual cost plus a markup according to Exhibit B.
4. MEXICAN CUSTOMS, DUTIES, TAXES AND OTHER CHARGES
4.1. ELAMEX will be the importer of record for Mexican Customs purposes.
4.2. ELAMEX shall pay all Mexican customs tariffs, duties, bonds, and
Mexican customs broker's charges, and any and all other charges, fees,
levies, or assessments made pursuant to Mexican law in effect as to
the importation to and exportation from Mexico of ALIGN's Product
and/or equipment. ALIGN will reimburse for any expenses incurred by
ELAMEX.
4.3. ALIGN will reimburse ELAMEX for its payment of the Mexican Derecho De
Tramite Aduanero ("DTA") tax. The DTA tax is a tax on raw materials,
tools, machinery, equipment, accessories and spare parts imported into
Mexico. At present time, the DTA tax is according as in exhibit "H".
4.4. ALIGN shall pay all imposed Mexican inventory taxes as to ALIGN's
Product and equipment in ELAMEX's possession at the Facility. ELAMEX
shall substantiate such taxes.
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ALIGN/ELAMEX SHELTER AGREEMENT
5. U. S. CUSTOMS, DUTIES, TAXES AND OTHER CHARGES
5.1. ALIGN will be importer of record for U.S. Customs' purposes.
5.2. ALIGN shall pay all U.S. customs tariffs, duties, bonds, and U.S.
customs broker's charges, and any and all other charges, fees, levies,
or assessments made pursuant to U.S Customs Code as to the importation
to and exportation from the U.S. of ALIGN's Product and/or equipment
related to this Agreement.
6. PRODUCT ASSEMBLY
6.1. ELAMEX agrees to instruct its personnel to assemble the Product in
accordance with the specifications provided by ALIGN. Documentation
including standard operating procedures, specifications, manufacturing
instructions etc. will be supplied and maintained by ALIGN. Any
changes to processes, systems and/or documentation at ELAMEX that may
impact ALIGN's products shall be reported to ALIGN's Management
promptly. ALIGN will approve such changes before implementation into
the manufacturing processes at ELAMEX.
6.2. The parties understand that the assembly process productivity and
efficiency are the responsibility of ALIGN and will be administered by
ALIGN through its representative. ELAMEX shall make available to ALIGN
and to ALIGN's representative any support services in the areas of
engineering, systems, quality assurance that ELAMEX has the resources
to provide. The price ELAMEX will charge ALIGN for those services,
will be communicated to ALIGN before the rendering of such services.
7. PERSONNEL SERVICES AND MANNING TABLE
7.1. ELAMEX shall assign personnel to perform the transportation,
receiving, handling and storage of parts and the assembly, packaging
and shipment of the Product. Such personnel shall include but shall
not be limited to assembly operators, material handlers, mechanics,
quality control inspectors, warehousemen, test technicians and group
leaders. ELAMEX shall also assign production supervisors,
superintendents and engineers to manage the assembly of the Product.
ELAMEX shall provide overall project management including accounting,
import/export, personnel services, quality control, and materials and
production management. ELAMEX will use its best effort to insure
employee continuity. The position, numbers and levels, shall be listed
in a Manning Table similar to the example
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ALIGN/ELAMEX SHELTER AGREEMENT
attached hereto as Exhibit D. The Manning Table may be modified from
time to time by mutual agreement.
7.2. Should fluctuation in ALIGN's production schedules require that the
number of direct or indirect labor employees be reduced, such
reduction may be realized through the application of any combination
of the following procedures at ALIGN's written request:
7.2.1. ELAMEX may use its best efforts to place the excess employees
in one of its other operations;
7.2.2. ALIGN can instruct ELAMEX to allow for the reduction through
natural attrition; and/or
7.2.3. ALIGN may instruct ELAMEX to terminate employment of the number
of excess employees through payment to them of legal severance.
7.3. The parties understand that the total number of employees assigned by
ELAMEX to ALIGN according to the terms of this Agreement will at no
time be less than the total number indicated on the most recently
approved Manning Table, except during the ramp up period which will
begin on 15, 2000 and will end on May 15, 2000.
7.4. There will be no cost to ALIGN resulting from the application of the
procedures described in paragraphs 7.2.1 and 7.2.2 herein. Should
ALIGN opt for the application of the procedure described in 7.2.3,
ALIGN shall pay ELAMEX the full amount of any severance benefits made
under Mexican law. ELAMEX will notify ALIGN in writing as to the
amount of such severance in advance of any such payments.
7.5. Should ALIGN's production schedules require that the number of direct
or indirect labor employees be increased, ALIGN will notify ELAMEX in
writing as to the number of additional personnel it will require.
Request for additional personnel shall not be in excess of 40 direct
labor operator per workweek.
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ALIGN/ELAMEX SHELTER AGREEMENT
7.6. Exhibit D attached hereto is a description of the employee positions,
the skill levels and hourly rates of the direct labor, indirect labor
and overall project management. ELAMEX will not make modifications to
Exhibit D without ALIGN's written approval, except as provided for in
paragraph 8.1 and/or 8.2, hereinafter.
7.7. ELAMEX may require, at ALIGN's expense a medical physical examination
of all applicants prior to employment and will employ only those
applicants which are physically able to perform their assigned tasks.
7.8 All personnel hired by ELAMEX and assigned to ALIGN to perform
assembly, supervisory and administrative services shall be paid by
ELAMEX. ELAMEX shall maintain all accounting, administrative payroll
taxes, and required contributions and bookkeeping records pertaining
to such personnel. ELAMEX also will hire a nurse to be on the
premises, as required by law. Neither ELAMEX nor any of its employees
shall in any sense be considered an employee or an agent of ALIGN, nor
shall ELAMEX' employees be entitled or eligible to participate in any
benefit or privileges given or extended by ALIGN to its employees.
ALIGN agrees not to hire any Mexican national employees during the
Term of this Agreement except for plant managers, which will be on
ALIGN's U. S. payroll. However ALIGN may decide to hire a Mexican
National as ALIGN employee, under ALIGN US payroll. The allocation of
this employee will be ALIGN Technology in Santa Clara, CA. If such
employee presents a situation in which for ELAMEX represents any cost,
ALIGN shall reimburse ELAMEX for any expenses that may occur.
7.7.1. After the ramp up period as defined in paragraph 7.3
hereinabove, should ELAMEX not comply for more than two
consecutive weeks with the request with for additional personnel
up to the maximum number of direct labor employees as provided
for in paragraph 7.5 hereinabove, ALIGN may seek second source in
Mexico for manufacture of the product.
7.9 For the following eighteen (18) months after termination, ALIGN
convenants and agrees not to hire any of ELAMEX' active or inactive
management employees without ELAMEX' written consent.
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ALIGN/ELAMEX SHELTER AGREEMENT
7.10 ELAMEX shall ensure that personnel including supervisors, trainers and
line operators are adequately trained to perform their respective
functions and understand and adhere to the requirements of Quality
System as defined by FDA's Quality System Requirements and ISO 9000
Standards. ELAMEX shall maintain their ISO certification. Any
observation or nonconformance cited during the course of ISO audits
shall be shared with ALIGN including corrective action plans and
closure. ELAMEX shall permit ALIGN or their representative to perform
Quality Systems audits of ELAMEX operations that impact ALIGN's
products, as required.
8. INVOICING AND OTHER CHARGES
8.1. ALIGN shall reimburse ELAMEX any and all expenses incurred by ELAMEX
in accordance with the terms of this Agreement, plus additional
percentage of those expenses according to the schedule on Exhibit B.
8.2. Invoices shall be submitted weekly by ELAMEX to ALIGN's
representative, for review and approval. A listing of all expenses for
which ELAMEX requires reimbursement shall be attached to each invoice.
ALIGN agrees to pay such invoices in U. S. dollars within 30 calendar
days of the date of the invoice. ALIGN further agrees to pay ELAMEX a
late payment to be calculated at the annualized rate of 18%, accruable
per day from the date that payment is due through the date that
payment is received by ELAMEX or ELAMEX' bank. For invoicing purposes,
each week shall begin on Monday at 12:00 a.m. and end on Sunday at
11:59 p.m
8.3. All payroll and non-payroll related expenditure must be approved by
one of ALIGN's authorized representatives. All non-payroll
expenditures will be authorized prior to their being incurred.
8.4. The persons authorized by ALIGN to approve expenditures and examples
of their respective signatures are listed and attached hereto as
Exhibit E.
8.5. ALIGN will reimburse and pay ELAMEX all government mandated and
expenses related to any employee severance or termination in
connection with any and all employees hired at ALIGN's discretion at
the actual cost plus a markup according to Exhibit B.
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ALIGN/ELAMEX SHELTER AGREEMENT
8.6. ALIGN further agrees to reimburse and pay ELAMEX any out-of-pocket
cost arising from or pursuant to ELAMEX' compliance with applicable
laws, regulations, policies, rulings, directive and any other
requirements (including ALIGN's written requests) concerning the
environment, health and or safety requirements resulting from the use
of certain materials and processes in the assembly of the Product.
8.7. If ALIGN fails to pay timely, as required by the terms of this
Agreement, any of its indebtedness to ELAMEX, ALIGN hereby agrees to
assign and make over to ELAMEX all of its interest in all inventory of
raw materials, work-in-process, equipment and finished goods of ALIGN,
while the same are on the premises of the Facility or otherwise under
the control or possession of ELAMEX in order to secure all present and
future indebtedness of ALIGN to ELAMEX. ALIGN must advise ELAMEX in
writing, prior to the execution of this Agreement of any prior lien or
interest granted on such items. In addition, ALIGN warrants and hereby
represents to ELAMEX that no other entity shall be granted any
interest in such items without the prior written approval of ELAMEX.
8.8. Payment shall be addressed to ELAMEX's designated mailing address in
The United States of America.
9. TERM
9.1. The initial term ("Term")of this Agreement shall be for a period of
six (6) months commencing on June 3, 2002 ("Commencement Date"). ALIGN
shall have the option to renew this Agreement in its entirety for
successive periods of six (6) months each. Renewal of this Agreement
for such successive six (6) months periods shall be automatic and
irrevocable, unless ELAMEX or ALIGN request that the Agreement not be
renewed and such request is received by the other party at least one
hundred and twenty (120) days prior to the end of the first six (6)
months term or any successive term thereafter.
10. EARLY TERMINATION
10.1.Upon termination or expiration of this Agreement, and provided that
ALIGN has paid or tenders at the date of termination all sums due
ELAMEX hereunder, the options described in sections 10.1.1 and 10.1.2
may be exercised by ALIGN.
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ALIGN/ELAMEX SHELTER AGREEMENT
10.1.1. ALIGN may request and orderly shutdown of the assembly
operation. Return of materials, tools, parts, equipment, and
other related property of ALIGN by ELAMEX shall be completed at
ALIGN's expense. Furthermore, ALIGN agrees to:
10.1.1.1. Pay all severance cost of applicable ELAMEX personnel
as specified in section 10.3(ii); or
10.2. ALIGN may request that all Services and employee-related contract and
obligations be transferred from ELALMEX to ALIGN's Mexican affiliate
(the "Affiliate") to be incorporated by ALIGN for such purpose as
follows:
10.2.1. The ELAMEX employees that occupy the positions listed on the
then current Manning Table shall be transferred to the Affiliate
on ALIGN's request. The costs arising therefrom, including but
not limited to legal expenses and employee severance from
employees not transferred, if any, shall be borne by ALIGN; and
10.3. In the event ALIGN terminates this Agreement in violation hereof
before the end of the Term, or breaches this Agreement, the only
damages or cost for which it shall be liable shall be liquidated
damages consisting of (i) the average of the monthly administrative
fee for each month until the end of the term of the Agreement or for
six months, whichever is shorter, (ii) the legal severance costs as
required by Mexican law, (ii) any labor and operating costs then owed
to ELAMEX by ALIGN under section 8. In the event this Agreement is
extended for one (1) or more terms, ALIGN's obligation to the payment
of liquidated damages will be equal to the end of the then current
term of 90 days which ever is shorter.
11. WARRANTIES
11.1. ELAMEX and ALIGN mutually represent, covenant and warrant as follows:
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ALIGN/ELAMEX SHELTER AGREEMENT
11.1.1. Neither party nor any officer, director, controlling
shareholder, or employee of either party is prohibited by any
agreement, contract, of other obligation from engaging in the
services to be performed pursuant hereto;
11.1.2. Neither the execution of this Agreement nor compliance with
the terms and conditions hereof shall constitute a breach of any
statute, ordinance, law, or regulation of any governmental
authority or of any instrument or document to which either party
is or may be bound;
11.2. Each party shall perform all of its mutual obligations created by the
terms of this Agreement in compliance with all applicable U.S. and
Mexican laws and regulations. A party shall not be considered in
default or breach of this Agreement, however, if it fails to perform
all of their obligations created by the terms of this Agreement in
compliance with all applicable U.S. and Mexican laws and regulations,
because of, in connection with, or pursuant to the other party's act
or failure to act.
11.3. Each party shall indemnify, defend and hold the other party harmless
from and against any and all claims, lawsuits, costs, customs
penalties, damages, expenses, and liabilities of whatsoever nature and
kind (including, but not limited to, attorney's fees and legal
assistant's fees, litigation and court costs, amounts paid in
settlement, and amounts paid to discharge, judgements), as incurred,
directly or indirectly related to or arising from, the breach or
untruthfulness of any of the representations and warranties of this
Agreement or such party's failure to comply with the terms of this
Agreement or U. S. and Mexican laws and regulations applicable,
including any obligation derived from Mexican labor law, IMSS law,
INFONAVIT law, income tax law and State and Federal payroll tax laws
and any other law or legal provision so long as the indemnified party
is nor in material fault with respect thereto
12. RELATIONSHIP OF THE PARTIES
12.1. Nothing contained in this Agreement shall be construed to imply a
joint venture, partnership, or principal-agent relationship between
the parties, and neither party, by virtue of this Agreement, shall
have any right, power or authority to act or create any obligation,
expressed or implied, on behalf of the other party. Neither shall this
Agreement be construed to create a right, expressed or implied, on
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ALIGN/ELAMEX SHELTER AGREEMENT
behalf of or for use of any parties, aside from ALIGN and ELAMEX, and
ALIGN and ELAMEX shall not be obligated, separately or jointly, to any
third parties by virtue of this Agreement.
13. INSURANCE
13.1. Insurance coverage of ALIGN's property that is in ELAMEX's possession
will be by ELAMEX under a "Special Causes of Loss" form, subject to
the terms, conditions and exclusions of ELAMEX's insurance policies.
ELAMEX is to provide coverage up to an amount of $7,000,000 ( seven
million 00/100 US Dollars) for the benefit of ALIGN and naming ALIGN
as an additional insured. ALIGN will be responsible for the amount of
the deductible. To be certain that the amount ELAMEX provides to the
insurance carrier is adequate, it is incumbent upon ALIGN to notify
ELAMEX immediately in writing of any need to increase or decrease
insurance amounts on ALIGN replacement value of machinery, equipment
and maximum value of inventories in ELAMEX's possession.. ELAMEX shall
give ALIGN an opportunity to review and approve the policy, and shall
provide a certificate evidencing such insurance with a provision that
coverage may not be canceled without 30 days prior notice to ALIGN.
This certificate will fulfill ELAMEX's obligation under this
paragraph.
13.2. The parties release each other, and their respective authorized
representatives, for any claim of damage to any person or to the
Facility and the fixures, personal property, improvements and
alternations in or to the Facility that are caused by or result from
risks insured under insured against and paid for under any insurance
policies carried by the parties or in force at the time any such claim
arose.
14. NOTICES
14.1. All notices required to be sent to either party to this Agreement
shall be in writing and sent by FedEx, DHL, UPS, e-mail or registered
or certified mail, postage or delivery prepaid, return receipt
requested, to the address of the other party hereto, as set forth
below, or to such other addresses as may hereafter be designated in
writing:
14.1.1. As to ALIGN:ALIGN TECHNOLOGY, INC.
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ALIGN/ELAMEX SHELTER AGREEMENT
851 Martin Avenue
Santa Clara, CA. 95050
Attn: Julie de la Fuente
Telephone:
As to ELAMEX : ELAMEX, S.A. DE C.V.
1800 Northwestern DR.
El Paso, TX. 79912
Attn.: Mr. Richard Spencer
President and CEO
Telephone: (915) 877-1111
15. FORCE MAJEURE
15.1. Anything herein to the contrary notwithstanding, ELAMEX shall not be
required to perform any term, condition, or covenant in this Agreement
if such performance is delayed or prevented by Force Majeure (Force
Majeure) which, for purposes of this Agreement, shall mean the
following: acts of God; strikes; lockouts; material or labor
restrictions imposed by any governmental authorities, suspension of
civil rights; floods; and any other causes not reasonably within the
control of ELAMEX, which by the exercise of due diligence ELAMEX is
unable, wholly or in part, to prevent or overcome and which prevent
the performance by either party of the terms of this Agreement.
15.2. If a Force Majeure continues for more than thirty (30) consecutive
days, ALIGN or ELAMEX may terminate this Agreement after thirty (30)
consecutive days of a Force Majeure situation by providing thirty (30)
days written notice to the appropriate party of such termination,
provided such notice is sent while performance of this Agreement is
prevented by such Force Majeure, and in that event, ELAMEX will
transfer ALIGN's property to ALIGN in (closest US port of
entry), Texas, at ALIGN's expense provided all Mexican customs
requirements are satisfied. ALIGN's entire obligation to ELAMEX after
such termination situation will be the payment of any unpaid amounts
due to ELAMEX as stated in paragraph 8 due to ELAMEX plus employee
severance costs
16. BAILMENT
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ALIGN/ELAMEX SHELTER AGREEMENT
16.1. Property delivered by ALIGN to ELAMEX under the terms if this
Agreement is deemed to be bailed to ELAMEX for ALIGN's benefit. The
initial property to be bailed to ELAMEX is described in a file that
will be in possession with the Project Manager. All Product and other
items bailed to ELAMEX shall be described in a pedimento, separate
from any goods owned by any other person, entity, or organization,
including ELAMEX. It shall be ELAMEX' responsibility to ensure that
the bailed property is insured, which cost shall be borne by ALIGN.
ALIGN may, at its option, procure its own insurance.
16.2. The bailment is a free bailment. ALIGN will provide equipment, raw
materials and other items to ELAMEX free of charges, subject to the
terms of this Agreement.
16.3. ALIGN agrees to deliver equipment, raw materials and other items to
ELAMEX and ELMAEX agrees to accept delivery of such, in accordance
with the terms described herein.
16.4. ELAMEX agrees:
16.4.1. To use the equipment, raw materials and other items
exclusively to carry out activities required to manufacture the
Product for the benefit of ALIGN;
16.4.2. To use such equipment, raw materials and other items in
accordance with industry standards and the corresponding laws,
regulations, norms, ordinances and rules in force in Mexico; and
16.4.3. That the equipment, raw materials and other items shall not be
used outside the Facility, except with the prior written consent
of ALIGN. ELAMEX may not use or permit the use of the equipment,
raw materials and other items in any manner so as to cause ALIGN
or the owner of such to lose deductions, credits or other
benefits of ownership thereof.
16.5. ELAMEX shall promptly notify ALIGN of knowledge of any damage to
equipment, raw materials or other items.
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ALIGN/ELAMEX SHELTER AGREEMENT
16.6. Upon delivery to ELAMEX, equipment will bear marks showing that ALIGN
owns such. ELAMEX shall insure that equipment remains so marked
throughout the term of this Agreement.
16.7. ALIGN or its designated agent shall have the right, from time to
time, to inspect equipment, raw materials, Product and ELAMEX' records
and books with respect to such at any reasonable time. Such
inspections will be allowed during normal office hours and be
requested three (3) days prior to the date of inspection,
17. JURISDICTION & DISPUTES
17.1. This Agreement is under the laws of the State of Texas.
17.2. The parties hereto expressly agree to submit themselves to the
jurisdiction of the District Court for the State of Texas in and for
the County of El Paso and, in the case of diversity or a federal
action, to The United States District Court in El Paso, Texas. The
parties hereof further agree to accept service of process by mail, and
hereby waive any jurisdictional or venue defenses otherwise available
to them .
18. MUTUAL INDEMNITY
18.1. ALIGN shall have no liability and ELAMEX shall indemnify, defend and
hold harmless ALIGN and its agents and representatives against any and
all claims, judgements, damages, encumbrances, liens, reasonable
attorney's fees and reasonable consultant fees, as incurred, to the
extent they arise from violations of law, regulations or norms related
to Hazardous Substances (as hereinafter defined) at or about the
Facility caused or permitted by ELAMEX, its agents, employees,
contractors or invitees.
18.2. ELAMEX shall have no liability and ALIGN shall indemnify, defend and
hold harmless ELAMEX and its agents and representatives against, any
and all claims, judgements, damages, encumbrances, reasonable
attorney's fees and reasonable consultant fees, as incurred, to the
extent they arise from violations of law, regulations or norms related
to Hazardous Substances (as hereinafter defined) at or about the
Facility caused directly by the independent acts or omissions of
ALIGN's representatives, its agents, employees, contractors or
invitees.
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ALIGN/ELAMEX SHELTER AGREEMENT
18.3. For the purposes hereof, the term "Hazardous Substance" shall mean
(i) any substance, chemical or wastes that are listed or defined as
hazardous, toxic or dangerous under Mexican Federal and State Law,
including ecological norms and regulations, or the Comprehensive
Environmental Response Compensation and Liability Act 142 U.S.C. 9601
et seq., and (ii) radioactive materials, petroleum or hydrocarbons.
19. DEFAULT
19.1. A party may terminate this Agreement immediately upon written notice
to the other, unless otherwise specified herein, upon the occurrence
of any of the following events:
19.2. The commission of a beach of any undertakings, obligations or
convenants contained herein and the failure to cure the breach, within
thirty (30) days after written notification.
19.3. If any petition in bankruptcy has been filed by or against a party,
or any order shall be issued or any resolution passed for the winding
up, liquidation or dissolution of a party, or goods or property shall
be taken in execution, or if a party shall cease to be a going
concern, or makes an assignment for the benefit of creditors; or
19.4. Any assignment by a party hereto in violation of this Agreement of
all or any portion of its rights or obligations under this Agreement
to any person or entity.
20. MISCELLANEOUS
20.1. The terms and provisions contained herein constitute the entire
agreement between the parties and shall supersede all previous
communications, oral or written, between the parties hereto concerning
the subject matter of this Agreement. No agreement of understanding
varying or extending the same shall be binding upon either party
hereto unless in writing and signed by a duly authorized officer or
representative hereof.
Page - 16
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
20.2. Each individual executing this Agreement on behalf of a corporation
represents and warrants that he is duly authorized to execute and
deliver this Agreement on behalf of said corporation in accordance
with a duly adopted resolution of the Board of Directors of said
corporation, a copy of which shall be delivered within fourteen
(14)days of the execution of this Agreement.
20.3. All convenants and agreements of ELAMEX and ALIGN which, by their
terms or by reasonable implication, are to be performed, in hole or in
part, after the expiration or termination of this Agreement, shall
survive such expiration or termination for any reason.
20.4. If, for any reason, any provision(s) of this Agreement is/are
determined to be invalid or unenforceability shall not affect the
remaining provisions of this Agreement.
20.5. All exhibits/schedules referenced in this Agreement may be modified,
amended, or changed as approved in writing by the parties to this
Agreement. Such written approval shall indicate the date said
modification, amendment, or change is effective and be signed by all
parties to this Agreement.
20.6. This Agreement was prepared following arm's length negotiations
between the parties and is to be deemed as prepared jointly by the
parties hereto. In the event of any uncertainty or ambiguity existing
in this Agreement, it shall not be interpreted against either party
but according to the application of general rules of construction and
interpretation of contracts.
20.7. This Agreement may be executed in identical counterparts, in which
event, each of said counterparts shall be deemed an original. All such
counterparts taken together shall constitute one and the same
instrument.
20.8. Time is of the essence of this Agreement. No failure by a party to
take action on account of any default by the other party, whether in a
single instance or repeatedly, shall constitute a waiver of any
default or of the required performance. No expressed waiver by a party
of any provision or performance hereunder or any default by the other
party shall be construed as a waiver of any future provision,
performance, or default.
Page - 17
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
20.9. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. No
obligation or requirement contained in this Agreement may be assigned
to or assumed by another entity without the express written consent of
the parties hereto, except that ELAMEX may assign performance of all
or part of its duties to a subsidiary without affecting any obligation
of ELAMEX imposed by this Agreement.
20.10. The titles and headings contained in this Agreement are for
convenience only and shall have no substantive effect. As used herein,
the phrase, "this Agreement" or "the Agreement" shall be deemed to
include all exhibits and schedules referenced herein. The English
language version of this Agreement shall control over a Spanish
version, if any, hereof.
In Witness Whereof, the parties hereto have executed this Agreement
as of 3 June, 2002.
Elamex, S.A. de C.V. Align Technology. Inc.
By: /s/ Daniel Johnson By: /s/ Len Hedge
---------------------------- -----------------------------
Daniel Johnson Len Hedge
Title: COO Title: Senior Vice President
Date: 12 Aug, 2002 Date: 8/12/02
Witness: Witness:
By: By:
------------------------ -------------------------
Date: Date:
---------------------- -----------------------
Page - 18
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "A"
Exhibit A
Space Area / Lay Out
Total Area % Align Area
--------------------------------------------------------------------------------
MIS Room 294.21 30% 88.26
Human Resources 266.44 40% 106.58
Nurse 236.68 40% 94.67
Direct Labor Bathrooms Mans 664.81 40% 265.92
Direct Labor Bathrooms Ladies 1,169.91 40% 467.96
Cafeteria 3,186.12 40% 1,274.45
Main Hall 1,996.26 40% 798.50
Loading / Unloading Whse. 3,165.54 20% 633.11
Maintanence Shop 406.25 20% 81.25
Compressors 501.15 30% 150.35
--------------------------------------------------------------------------------
16,120.13 3,961.05
-------------------------------------------------------------
Production Area 10,525
SLA Room 520
Offices 826
Meeting Room and Sup. 510
ToolCrib 461
Desinfecting Room 2,481
Shipping 1,048
Receiving 787
Warehouse 1,891
Central Offices / Customs 80
-------------------------------------------------------------
19,127.65
ALIGN 100%
--------------
23,088.70
Align Contract
--------------
Page - 19
<PAGE>
Exhibit "A"
PLANT LAYOUT
[GRAPHIC]
Page - 20
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "B"
Align Technology, Inc.
Shelter - Cost plus
Invoicing
Exhibit B
Labor Invoicing according the following mark up:
Mark Up Percentages
Headcount Mark Up
-------------- -------
31 to 50 31.0%
51 to 75 28.0%
76 to 100 26.0%
101 to 125 24.0%
126 to 150 22.0%
151 to 175 20.0%
176 to 200 18.0%
201 to 250 16.0%
251 to 500 15.0%
500 and higher 13.0%
Note: Administrative cost (managers) won't be charged, it will be
covered by the mark up.
Space: 23,088 square feet will be assigned to align, 23,088 ttl.sqft.
Cost per sq. ft. Annual Month
---------------- ------ ----------------
$6.25 $ 0.52 per sqft. $ 12,005.7
Property tax $0.006 per sqft. $ $ 138.53
Insurance (sqft) $ 0.03 per sqft. $ $ 692.64
Maintenance (sqft) $ 0.02 per sqft. $ $ 461.76
Total $ 13,29
Due to expansion to meet Align demands, square feet's increase:
Customs,Freight & Utilities mark up: 5%
Utilities: Power, water & Gas.
Other Operating Expenses
Excluding: Building cost per sq. ft., Property Tax, Insurance
(persqft) and building maintenance
Operating Expenses mark up according Exhibit "B", same as labor.
Page - 21
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "C"
SERVICES TABLE
( this exhibit is been eliminated )
Page - 22
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "D"
MANNING TABLE
Align Technology, Inc.
6/1/02 Exhibit D
<CAPTION>
==================================================================================================
Skill Actual # Actual Hourly New Hourly
Job Description Level Employees Cost Cost
==================================================================================================
Direct Labor:
Operator 1 28 $ 1.92 $ 2.01
Operator 2 1 $ 2.05 $ 2.14
Operator 3 21 $ 2.25 $ 2.35
Operator 4 90 $ 2.74 $ 2.86
Total Direct Labor Employee 140 $ 2.24 $ 2.34
Indirect Labor:
Material Handler 2 1 2.05 2.14
Warehouseman 3 1 2.25 2.35
Warehouseman Lev IIII 5 4 3.62 3.78
Q.C. Auditor 4 8 2.93 3.06
Maintanance Technician 5 4 3.83 4.00
Group Leaders 5 5 3.61 3.77
Material Expediters 5 1 3.87 4.04
Guard 5 2 3.61 3.77
Q.C. Supervisor 7 2 8.8 9.20
Dentist (Technicians) 5
Assistant Supervisor 6 1 5.8 6.35
Production Supervisor 7 3 10.41 10.87
Material Supervisor 7 1 9.46 9.88
Industrial Eng. / Process / SLA 9 2 13.41 14.01
Industrial Eng. / System 9 1 14.48 15.13
Industrial Eng. / Chiron 9 1 21.84 22.82
Shipping Supervisor 9 1 13.41 14.01
Production Control Sup. 9 2 16.11 16.83
Total Indirect Personnel 39
Administrative Personnel:
Janitor 2 3 2.05 2.14
Documentation Clerk 5 1 3.61 3.77
Secretary 5 1 3.61 3.77
Custom Clerk 6 1 7.5 7.84
Accounting Assistant 7 1 10.03 10.48
Maintanance Supervisor 6 1 6.35 6.64
Nurse 6 1 6.35 6.64
Security Supervisor 6 1 6.35 6.64
Trainer 6 1 6.35 6.64
Personnel Assistance 6 2 6.35 6.64
Building Maintanance 6 1 6.35 6.64
General Supervisor 9
Master Scheduler 11 1 25.48 26.62
Eng. and Tech. Manager 11 1 25.48 26.62
Total Administrative Personnel 16
==================================================================================================
==================================================================================================
Total Direct 140
Total Indirect 55
==================================================================================================
Changes on Hourly Cost Rate are base on the Government Disposition Release on
the First Week of 2002. This increase is 4.5 %.
Page - 23 08/13/02
<PAGE>
[LOGO] ALIGN [LOGO] Illegible (R)
May 13, 2002
Elamex
220 N. Kansas, Suite 566
El Paso, TX 79901
Attn: Dan Johnson
Dear Mr. Johnson,
The following employees of Align Technology, Inc are authorized to approve
Elamex's expenditures.
Name - Title Signature
------------ ---------
Tony Morefield -- Production Manager /s/ Tony Morefield
--------------------------
Juan Guzman -- Manufacturing Process Engineer /s/ Juan Guzman
--------------------------
Eric Steuben -- Sr. Director of Operations /s/ Eric Steuben
--------------------------
Please do not hesitate to contact me at (408) 470-1116 with any questions.
Sincerely,
/s/ Len Hedge
-----------------------------
Len Hedge
Senior VP of Operations
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "F"
Exhibit F
THE PRODUCT
( To be provided by Align )
(Elamex will refer to the Manufacturing Documents from Align.)
Page - 25 08/13/02
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "G"
Exhibit G
Utilities Consumption (Power and Water)
<CAPTION>
1st. Shift Power Installed Consuption
No. Description Qty. Amps Volts Fases KVA's F.P. KW L.F. KW
---------- --------------------------------- ---- ------ ----- ----- ------ ----- --------- ------ ----------
1 Light tubes workstation (4x40w) 245 0.58 277 1 39.36 1 39.36 1 39.3
2 Light tubes workstation (2x40w) 118 0.67 120 1 9.49 1 9.49 1 9.49
3 Fans (Soaping) 6 3 115 1 2.07 0.9 1.86 0.6 1.12
4 Light bulbs 150 w. (Soaping) 12 1.18 127 1 1.80 1 1.80 1 1.80
5 Biostar (Forming Area) 47 6.3 115 1 34.05 1 34.05 0.8 27.2
6 Autoforming Machine 1 30 480 3 24.94 1 24.94 0 0.00
7 Laser Machine 7 20 115 1 16.10 1 16.10 0.6 9.66
8 Chiron Machines 7 16 480 3 93.11 0.9 83.80 0.3 25.1
9 Chiron Robot (Fanuc) 7 2 480 3 11.64 0.9 10.48 0.3 3.14
10 Chiron Conveyor 7 2 120 1 1.68 0.9 1.51 0.3 0.45
11 Vacuum System 1 36 480 3 29.93 0.9 26.94 0 0.00
12 Dremel 47 1 115 1 5.41 0.9 4.86 1 4.86
13 Disecant System 1 46.5 460 3 37.05 0.9 33.34 0.4 13.3
14 Ovens 2 23.5 240 1 11.28 0.9 10.15 0.2 2.03
15 Ovens 5 15.5 115 1 8.91 0.9 8.02 0.2 1.60
16 Ovens 7 14.3 220 1 22.02 0.9 19.82 0.2 3.96
17 PCA Oven (SLA Room) 1 6.3 115 1 0.72 0.9 0.65 0.3 0.20
18 Washer Machine (SLA Room) 1 15 230 3 5.98 0.9 5.38 0 0.00
19 Water Pump (SLA Room) 1 8 220 1 1.76 0.9 1.58 0 0.00
20 SLA Machine 7000 1 15 220 1 3.30 0.9 2.97 0.4 1.19
21 Ultrasonic Cleaner No.1 (Disinf.) 1 47 240 3 19.54 0.9 17.58 0.3 5.27
22 Washer Machine (Desinf. Room) 1 106 240 3 44.06 0.9 39.66 0.2 7.93
23 Water Pump (Desinf. Room) 1 9 220 1 1.98 0.9 1.78 0.1 0.18
24 Washer Machine (Desinf. Room) 1 60 220 3 22.86 0.9 20.58 0 0.00
25 Ultrasonic Cleaner No.2 (Disinf.) 1 42.5 240 3 17.67 0.9 15.90 0 0.00
26 Hannan Machine (Desinf. Room) 1 7 220 3 2.67 0.9 2.40 0.2 0.48
27 Belco Machine (Desinf. Room) 1 40 220 1 8.80 0.9 7.92 0.2 1.58
28 Zed Machine (Desinf. Room) 1 25.4 220 3 9.68 0.9 8.71 0.2 1.74
29 Conveyor (Shipping Room) 1 9 115 1 1.04 0.9 0.93 0.2 0.19
30 Light tubes warehouse (2x75 w) 20 0.54 277 1 2.99 1 2.99 1 2.99
31 Compressor (50 HP) 1 60 480 3 49.88 0.9 44.89 0.3 13.4
32 Air Handler No. 4 1 12 480 3 9.98 0.9 8.98 0.7 6.29
33 Air Handler No. 5 1 12 480 3 9.98 0.9 8.98 0.7 6.29
34 Air Handler No. 6 1 3.6 480 3 2.99 0.9 2.69 0.7 1.89
35 Chiller No. 1 1 120 480 3 99.76 0.9 89.79 0.35 31.4
36 Chiller No. 2 1 120 480 3 99.76 0.9 89.79 0.35 31.4
37 Refrigeration Unit (SLA Room) 1 24 480 3 19.95 0.9 17.96 0.6 10.7
38 Refrigeration Unit (Prod. Area) 1 24 480 3 19.95 0.9 17.96 0.4 7.18
39 Refrigeration Unit (MIS Room) 1 18 220 3 6.86 0.9 6.17 0.1 0.62
40 Swan Coolers (Warehouse) 1 18 480 3 14.96 0.9 13.47 0.2 2.69
41 Light tubes bathrooms (4x40w) 18 0.6 277 1 2.99 1 2.99 0.5 1.50
42 Light tubes main hall (4x40w) 25 0.6 277 1 4.16 1 4.16 0.7 2.91
43 Light Tubes Cafeteria (4x40w) 37 0.6 277 1 6.15 1 6.15 1 6.15
44 Light Tubes Offices (4x40w) 10 0.6 277 1 1.66 1 1.66 1 1.66
45 Exterior Light 150 w 5 0.54 277 1 0.75 1 0.75 0 0.00
46 Exterior Light 400 w 6 1.44 277 1 2.39 1 2.39 0 0.00
844.06 774.34 289.2
Page - 26 08/13/02
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "G"
Utilities Consumption (Power and Water)
<CAPTION>
2nd. Shift Installed Consuption
No. Description Qty. Amps Volts Fases KVA's F.P. KW L.F. KW
---------- --------------------------------- ---- ------ ----- ----- ------ ----- --------- ------ ----------
1 Light tubes workstation (4x40w) 245 0.6 277 1 40.72 1 40.72 1 40.7
2 Light tubes workstation (2x40w) 118 0.67 120 1 9.49 1 9.49 0.8 7.59
3 Fans (Soaping) 6 3 115 1 2.07 0.9 1.86 0.2 0.37
4 Light bulbs 150 w. (Soaping) 12 1.18 127 1 1.80 1 1.80 0.2 0.36
5 Biostar (Forming Area) 47 6.3 115 1 34.05 1 34.05 0.5 17.0
6 Autoforming Machine 1 30 480 3 24.94 1 24.94 0 0.00
7 Laser Machine 7 20 115 1 16.10 1 16.10 0.2 3.22
8 Chiron Machines 7 16 480 3 93.11 0.9 83.80 0.3 25.1
9 Chiron Robot (Fanuc) 7 2 480 3 11.64 0.9 10.48 0.42 4.40
10 Chiron Conveyor 7 2 120 1 1.68 0.9 1.51 0.42 0.64
11 Vacuum System 1 36 480 3 29.93 0.9 26.94 0 0.00
12 Dremel 47 1 115 1 5.41 0.9 4.86 0.3 1.46
13 Disecant System 1 46.5 460 3 37.05 0.9 33.34 0.4 13.3
14 Ovens 2 23.5 240 1 11.28 0.9 10.15 0.2 2.03
15 Ovens 5 15.5 115 1 8.91 0.9 8.02 0.2 1.60
16 Ovens 7 14.3 220 1 22.02 0.9 19.82 0.2 3.96
17 PCA Oven (SLA Room) 1 6.3 115 1 0.72 0.9 0.65 0.2 0.13
18 Washer Machine (SLA Room) 1 15 230 3 5.98 0.9 5.38 0 0.00
19 Water Pump (SLA Room) 1 8 220 1 1.76 0.9 1.58 0 0.00
20 SLA Machine 7000 1 15 220 1 3.30 0.9 2.97 0.4 1.19
21 Ultrasonic Cleaner No.1 (Disinf.) 1 47 240 3 19.54 0.9 17.58 0 0.00
22 Washer Machine (Desinf. Room ) 1 106 240 3 44.06 0.9 39.66 0 0.00
23 Water Pump (Desinf. Room) 1 9 220 1 1.98 0.9 1.78 0 0.00
24 Washer Machine (Desinf. Room) 1 60 220 3 22.86 0.9 20.58 0 0.00
25 Ultrasonic Cleaner No.2 (Disinf.) 1 42.5 240 3 17.67 0.9 15.90 0 0.00
26 Hannan Machine (Desinf. Room) 1 7 220 3 2.67 0.9 2.40 0 0.00
27 Belco Machine (Desinf. Room) 1 40 220 1 8.80 0.9 7.92 0 0.00
28 Zed Machine (Desinf. Room) 1 25.4 220 3 9.68 0.9 8.71 0 0.00
29 Conveyor (Shipping Room) 1 9 115 1 1.04 0.9 0.93 0 0.00
30 Light tubes warehouse (2x75 w) 20 0.54 277 1 2.99 1 2.99 0.3 0.90
31 Compressor (50 HP) 1 60 480 3 49.88 0.9 44.89 0.8 35.9
32 Air Handler No. 4 1 12 480 3 9.98 0.9 8.98 0.6 5.39
33 Air Handler No. 5 1 12 480 3 9.98 0.9 8.98 0.6 5.39
34 Air Handler No. 6 1 3.6 480 3 2.99 0.9 2.69 0.6 1.62
35 Chiller No. 1 1 120 480 3 99.76 0.9 89.79 0.2 17.9
36 Chiller No. 2 1 120 480 3 99.76 0.9 89.79 0.2 17.9
37 Refrigeration Unit (SLA Room) 1 24 480 3 19.95 0.9 17.96 0.4 7.18
38 Refrigeration Unit (Prod. Area) 1 24 480 3 19.95 0.9 17.96 0.6 10.7
39 Refrigeration Unit (MIS Room ) 1 18 220 3 6.86 0.9 6.17 0.05 0.31
40 Swan Coolers (Warehouse) 1 18 480 3 14.96 0.9 13.47 0 0.00
41 Light tubes bathrooms (4x40w) 18 0.6 277 1 2.99 1 2.99 0.5 1.50
42 Light tubes main hall (4x40w) 25 0.6 277 1 4.16 1 4.16 1 4.16
43 Light Tubes Cafeteria (4x40w) 37 0.6 277 1 6.15 1 6.15 0.8 4.92
44 Light Tubes Offices (4x40w) 10 0.6 277 1 1.66 1 1.66 0.4 0.66
45 Exterior Light 150 w 5 0.54 277 1 0.75 1 0.75 0.4 0.30
46 Exterior Light 400 w 6 1.44 277 1 2.39 1 2.39 0.4 0.96
845.42 775.69 239.0
Page - 27 08/13/02
<PAGE>
ALIGN/ELAMEX SHELTER AGREEMENT
Exhibit "G"
<CAPTION>
Sundays Installed Consumption
------- --------- -----------
No. Description Qty. Amps Volts Fases KVA's F.P. KW LF. KW
------- -------------------- ---- ---- ----- ----- ------ ---- ------ --- -----
1 Disecant Systern 1 46.5 460 3 37.05 0.9 33.34 0.4 13.34
2 Ovens 2 23.5 240 1 11.28 0.9 10.15 0.2 2.03
3 Ovens 5 15.5 115 1 8.91 0.9 8.02 0.2 1.60
4 Ovens 7 14.3 220 1 22.02 0.9 19.82 0.2 3.96
5 Compressor (50 HP) 1 60 480 3 49.88 0.9 44.89 0.4 17.96
129.14 116.23 38.89
Utilities Consumption (Power and Water)
<CAPTION>
KW Cost Hrs./Day Day/Mth Total Invoice Damand x .69
--- ------ -------- ------- ----------- --------------------
KW 217 59.42 12894.14 4781.006883
KWH Base 239 0.2968 1 20 1419.002843 57842.69735
KWH Intermedia (1er turno) 289 0.3645 10 20 21083.66318 26295.53786
KWH Intermedia (2do turno) 239 0.3645 5.5 20 9584.723549 9562.013766
KWH Punta 239 1.1311 2 20 10815.59377 960
KWH (fin de semana) 4 0.2968 24 10 284.928 4278.238668
KWH (compresor y hornos) 39 0.2968 22 5 1269.781237 103719.4945
57351.83258 139440
58960.77 0.743828848
-------------------------------------------------------------------
Weeks Days Lower/Cost Medium Higher
-------------------------------------------------------------------
Monday th. Friday 0:00 a 6:00 6:00 a 20:00 20:00 a 22:00
22:00 a 24:00
-------------------------------------------------------------------
Saturday 0:00 a 7:00 7:00 a 24:00
-------------------------------------------------------------------
Sundays and Holidays 0:00 a 19:00 19:00 a 24:00
-------------------------------------------------------------------
Water
<CAPTION>
No. of People lt./day day/mth M3
------------- --------- --------- ------
Align 216 80 22 380.16 0.413595022
Washer Machine (Disinf) 539 0.586404978 40.83 lps
------
919.16
Page - 28 08/13/02
<PAGE>
Exhibit "H"
DTA (Derecho de Tramite Aduanero) must be paid for imports of Non NAFTA goods
and will be calculated as follows:
--------------------------------------------------------------------------------
DESCRIPTION PERCENTAGE
--------------------------------------------------------------------------------
Temporal equipment importation .176% of the declared value with a $163.00
Mexican Pesos as minimum, which varies every
six (6) months.
--------------------------------------------------------------------------------
Definitive equipment importation .8% to the milliard of the declared value
with a $163.00 Mexican Pesos as minimum,
which varies every six (6) months.
--------------------------------------------------------------------------------
Page - 29 08/13/02