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1 <br />ASSIGNMENT AND ASSUMPTION OF CONTRACTS <br />This Assignment and Assumption of Contract is entered this 5 day of July, 2025 (the <br />“Effective Date”), between City of Everett – Transit, with a business address of 3201 Smith Ave <br />Suite 200 Everett, WA 98201 (“Client”), BCE Engineers, LLC, with an office located at 6012 12th <br />St E, STE 200, Fife, WA 98424 (“Assignor”) and GFT Infrastructure, Inc., with an office located at <br />300 Sterling Parkway, Suite 200, Mechanicsburg, PA 17050 (“Assignee”). <br />RECITALS <br />WHEREAS, Client and Assignor are parties to various agreements identified in Exhibit A <br />attached hereto (the “Agreements”); and <br />WHEREAS, as a result of integration of the companies, who are affiliated, and internal <br />restructuring, effective July 5, 2025, the personnel performing the services under the Agreements <br />became employees of Assignee and are now employed under Assignee’s federal employment <br />identification number; and <br />WHEREAS, as a result, Assignor desires to assign all of its right, title and interest in the <br />Agreements to Assignee, and Assignee desires to assume all of Assignee’s rights, interests, <br />obligations and responsibilities under the Agreements; and <br />WHEREAS, Client desires to consent to said assignment. <br />THEREFORE, for good and valuable consideration, the receipt and sufficiency of which <br />is acknowledged, the Client, Assignor and Assignee (individually, a “Party” or collectively, the <br />“Parties”) agree as follows: <br />1. The Parties mutually agree that the Agreements are hereby assigned by Assignor to <br />Assignee, and that Assignee hereby assumes and agrees to observe and perform all <br />of Assignor’s rights, interests, obligations and responsibilities under the Agreements. <br /> <br />2. Client hereby consents to the assignment of the Agreements, including all rights, <br />interests, obligation and responsibilities thereunder, from Assignor to Assignee as of <br />the Effective Date. <br /> <br />3. Except to the extent modified herein, all terms and conditions of the Agreements shall <br />continue in full force and effect. <br /> <br />4. Each Party represents that the person signing on such Party’s behalf is authorized to <br />do so and to bind said Party to the terms of this Assignment and Assumption of <br />Contracts. <br /> <br />[SIGNATURES ARE ON THE FOLLOWING PAGE] <br />