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Assumption,Assignment,and Consent <br /> This Assumption,Assignment,and Consent is by and between Hart Crowser, Inc.,a Washington <br /> corporation("Assignor"),Haley&Aldrich, Inc.,a Delaware corporation ("Assignee"),and City of Everett <br /> ("Obligor").Assignor,Assignee,and Obligor are sometimes collectively referred to as the"Parties"or <br /> individually as a "Party".The effective date of this Consent shall be the date last signed by a Party. <br /> Whereas,Assignor entered into a contract,attached as Exhibit A to this Consent,("Contract")with <br /> Obligor; <br /> Whereas,the Contract requires Obligor's consent to the assignment by Assignor of the Contract's rights <br /> and obligations;and <br /> Whereas,Assignor wishes to assign all of its rights and obligations under the Contract to Assignee; <br /> Now therefore, in consideration of the mutual covenants contained herein,and other good and <br /> valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree <br /> as follows: <br /> 1. Assignor and Assignee hereby agree that the Assignor shall assign all its right,title, and interest, <br /> and delegate all its obligations, responsibilities,and duties, in and to the Contract to Assignee. <br /> 1. Assignee hereby accepts the assignment of all obligations, responsibilities,and duties under the <br /> Contract and all of Assignor's right,title,and interest in and to the Contract. <br /> 2. Obligor hereby consents to the assignment of the Contract rights and obligations of the Assignor <br /> to Assignee. <br /> 3. Each Party hereto agrees to execute such further documents and take such further steps as the <br /> other Party reasonably determines may be necessary or desirable to effectuate the purposes of <br /> this Consent. <br /> 4. It is the intention of the Parties that in the event a court of competent jurisdiction finds that any <br /> provision or portion of this Consent is invalid or unenforceable for any reason,the balance and <br /> remainder of this Consent shall remain in effect and enforceable to the extent possible under <br /> the circumstances then existing. <br /> 5. This Assignment Consent shall be deemed governed by the laws of the State of Delaware,and <br /> further,the Parties each agree to submit to the subject matter and personal jurisdiction of the <br /> courts of the State of Delaware. <br /> 6. This Assignment Consent supersedes all prior and contemporaneous assignments and <br /> discussions of the Parties regarding this Assignment of the subject Contract. <br />