AMENDMENT NO. 1
TO
MARINE TERMINAL OPERATING AGREEMENT
THIS AMENDMENT NO. 1 TO MARINE TERMINAL OPERATING AGREEMENT (this "Amendment") is dated for reference purposes only this _04 day of Mau by and between THE PORT OF RICHMOND, a California municipal corporation (the "Port) and TRANSLOGIX, L.L.C., a Washington limited liability company ("Vendor").
Recitals
A. The Port and Vendor entered into that certain Marine Terminal Operating Agreement dated May 19, 2009 (the "Agreement"). The capitalized, defined terms used in the Agreement shall have the same meanings when used in this Amendment, unless this Amendment provides a different meaning.
B. Auto Warehousing Co., a Washington corporation ("AWC"'), desires to conclude an agreement with Subaru of America, Inc. ("SUBARU") under which AWC would provide vehicle processing services to SUBARU at its auto facility at the Port of Richmond (the "Richmond facility") for a minimum term of five years. Certain changes to the Agreement are necessary to accommodate SUBARU as a customer of AWC at the Richmond facility.
C. The parties desire to amend the Agreement on the terms set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, it is agreed as follows:
Compensation. Section 2.1 of the Agreement shall be deleted in its entirety and replaced with the following new Section 2.1:
2.1 Contract Sum. For the services rendered pursuant to this Agreement, Vendor shall be compensated, directly by vessel operators off-loading vehicles for processing at the Port, at a rate, per vehicle, as mutually agreed to by Vendor and said vessel operators and as approved by the Port. Deducted from the compensation collected from the vessel operators, on a per vehicle basis, shall be a charge of (a) Two and 50/100 Dollars ($2.50) with respect to HONDA or ACURA vehicles or other vehicles manufactured by Honda Motor Co., (b) No Dollars ($0.00) with respect to SUBARU vehicles that are removed from the Richmond facility by rail car, or (c) Three and No/100 Dollars ($3.00) with respect to any other vehicles (including but not limited to SUBARU vehicles that are removed from the Richmond facility by means other than rail). Such charge shall be then payable to the Port.
2. Counterparts and Facsimile Signatures. This Amendment may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of - 1 -
SEA/106645/128240/DAO/311494.4
which taken together shall constitute one and the same instrument. Facsimile transmission of any signed original, and retransmission of any signed facsimile transmission, shall be the same as delivery of an original. At the request of either party, the parties will confirm facsimile transmitted signatures by signing an original document.
3. Ratification. Except as expressly modified by this Amendment, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year first above written.
PORT OF RICHMOND,
a California municipal corporation
ATTEST:
→ c. Mig
Bye
Executive Director
City Clerk James C. Matzorkis
Reviewed by:
Port Attorney
TRANSLOGIX, L.L.C.,
a Washington limited liability company
ATTEST:
in Be She
Secretary Ben Seher, delegate of Manager
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SEA/106645/128240/DAO/311494.4
STATE OF WASHINGTON)
) SS.
County of Pierce
On this 4th day of May, 2011, before me, the undersigned, a Notary Public in and for the state of Washington, duly commissioned and sworn, personally appeared Ben Seher, known to be the delegate of the manager of TRANSLOGIX, L.L.C., the limited liability company that executed the foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of that company for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the instrument on behalf of the company.
WITNESS my hand and official seal hereto affixed the day and year first above written.
Lach A. Child
Signature
ESION EXP Donah A. Challstrom
OTARY
8 PUBLIC NOTARY PUBLIC in and for the 1418 Costelan #R
7-19-13 State of Washington residing at Gig Harbor, wht 98335 OF 7-19-13
My Commission Expires:
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SEA/106645/128240/DAO/311494.4
[ADD ADDITIONAL ACKNOWLEDGMENT FOR PORT OF RICHMOND]
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SEA/106645/128240/DAO/3114944
Certificate of Acknowledgement
State of California
County of Contra Costa
on 5/10/11 Ursula Irene De loo
-, before me,-
(notary)
personally appeared, _ James Matzorkis
(signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument
URSULA IRENE DE LOAN
WITNESS my hand and official seal Commission # 1828441
Notary Public - California
Contra Costa County
toula dsene De tor My Comm. Expires Dec 26.2012
(Notary signatur Place Notary Seal Above