ASSIGNMENT OF SUBCONTRACT
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ASSIGNMENT OF SUBCONTRACT
THIS ASSIGNMENT OF SUBCONTRACT (“Assignment”), effective as of this ____
day of _____________, 2018 (the “Effective Date”), is made by and between EASTSIDE FOR
HIRE, INC. (“Assignor”), PORT OF SEATTLE (“Port” or “Assignee”), and SP PLUS
CORPORATION (“Subcontractor”).
Recitals
A. Assignor and Assignee are parties to that certain Concession Agreement for On-
Demand, Outbound Transportation Services (“Concession Agreement”) dated September16,
2016.
B. Assignor and Assignee are parties to that certain Second Amendment to
Concession Agreement (“Second Amendment”) dated July __, 2018.
C. Assignor and Subcontractor are parties to that certain Subcontract for Ground
Transportation Management Services (the “Subcontract”), dated February 26, 2016.
D. A true and correct copy of the Subcontract is attached hereto as Exhibit A.
E. Assignor desires to assign to Assignee its rights, title, interests and obligations in,
to, and under the Subcontract, and Assignee desires to accept such assignment and assume all of
the obligations of Assignor arising or accruing under the Subcontract, from and after July 31,
2018 at 11:59:59 p.m. (Assignment Time/Date).
Terms
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor, Assignee, and Subcontractor agree as follows:
1. Assignment. At the Assignment Time/Date, and subject to the terms and
conditions of this Assignment, Assignor hereby grants, conveys and assigns to Assignee all of
Assignor’s rights, title, interests and obligations under the Subcontract, except those obligations
reserved to Assignor pursuant to Paragraph 5, below.
2. Assumption. At the Assignment Time/Date, and subject to the terms and
conditions of this Assignment, Assignee hereby accepts the foregoing assignment and agrees to
assume, pay, perform and discharge, as and when due, all of the agreements and obligations of
Assignor under the Subcontract arising or accruing from or after the Assignment Time/Date,
except those obligations reserved to Assignor pursuant to Paragraph 5, below.
3. Subcontractor’s Consent. Subcontractor hereby consents to this Assignment,
and to the substitution of Assignee for Assignor under the Subcontract with respect to all rights,
ASSIGNMENT OF SUBCONTRACT
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interests and obligations accruing under the Subcontract, except those specifically reserved by
Assignor pursuant to Paragraph 5, below, from and after the Effective Date of said Assignment.
4. Assignment not an Amendment. Nothing in this Assignment modifies, alters, or
amends the Subcontract or the Concession Agreement (including the First Amendment and
Second Amendment).
5. Assignor’s Representations. Assignor represents, warrants, and covenants as
follows:
a. That the Subcontract is in full force and effect, Assignor’s interest therein
is free and clear of all encumbrances, Assignor has fully performed all
covenants and obligations under the Subcontract, and that Assignor has
the right to execute this Assignment and assign its interest in the
Subcontract;
b. That Assignor has not heretofore assigned, mortgaged, or otherwise
transferred, amended or encumbered, voluntarily or involuntarily, the
Subcontract or Assignor’s interest therein; and
c. That Assignor will, for the duration of the Subcontract, continue to
perform all duties it currently performs under the Concession Agreement,
including those duties it performs that are related to the Subcontract but
not specifically delegated to Subcontractor thereunder, including day-to-
day managerial and operations control over Subcontractor’s performance
of the Subcontract, subject to Assignee’s ultimate oversight and
management of the Concession Agreement and Subcontract.
6. Assignee’s Representations. Assignee represents, warrants, and covenants as
follows:
a. Assignee has read the Subcontract and understands that Assignee is
obligated to comply with the material terms, conditions, and covenants
contained therein; and
b. Assignee has the right to execute this Assignment and assume Assignor’s
interest in the Subcontract.
7. Captions. The captions and Section numbers appearing in this Assignment are
for convenience only and are not a part of this Assignment, and do not in any way limit, amplify,
define, construe, or describe the scope or intent of the terms or provisions of this Assignment.
8. Successors. The provisions of this Assignment shall bind and inure to the benefit
of the parties hereto and their respective heirs, representatives, successors, and assigns.
ASSIGNMENT OF SUBCONTRACT
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9. Governing Law. This Assignment shall be governed by and construed in
accordance with the internal laws of the State of Washington, without regard to principles of
conflicts of laws. Venue for any dispute or proceeding arising in connection with this
Assignment shall lie in a court of competent jurisdiction covering King County, Washington.
10. Attorney’s Fees. If any party brings an action with respect to this Assignment or
to enforce the terms hereof or declare rights hereunder, the substantially prevailing party in such
action shall be entitled to its costs, expenses and reasonable attorneys’ fees to be paid by the
substantially non-prevailing party.
11. Time of Essence. Time is of the essence for each and every provision of this
Assignment.
12. Counterparts. This Assignment may be executed in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
agreement.
13. Executory Authority. Each party executing this Assignment hereby represents
and warrants that the individual executing this Assignment on behalf of such party has full power
and authority to bind such party to the terms hereof.
IN WITNESS HEREOF, this Assignment has been entered into by the parties as of the
day and year first written above.
ASSIGNOR: Eastside For Hire, Inc.
By:______________________
Its:______________________
ASSIGNEE: Port of Seattle
By:______________________
Its:______________________
SUBCONTRACTOR: SP Plus Corporation
By:______________________
Its:______________________
ASSIGNMENT OF SUBCONTRACT
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ACKNOWLEDGMENT OF ASSIGNOR
STATE OF WASHINGTON )
)ss.
)
COUNTY OF KING
On this ____day of _______________, 2018, before me, a Notary Public in and for the
State of Washington, personally appeared ________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who executed this
instrument, on oath stated that he/she was authorized to execute the instrument, and
acknowledged it as the _____________ of EASTSIDE FOR HIRE, INC., a Washington
corporation, to be the free and voluntary act and deed of said entity for the uses and purposes
mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the State of
Washington, residing at _________________________
My appointment expires_________________________
Print Name ____________________________________
ASSIGNMENT OF SUBCONTRACT
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ACKNOWLEDGMENT OF ASSIGNEE
STATE OF WASHINGTON )
)ss.
)
COUNTY OF KING
On this ____day of__________________, 2018, before me, a Notary Public in and for
the State of Washington, personally appeared _________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this
instrument, on oath stated that he/she was authorized to execute the instrument, and
acknowledged it as the _____________ of the Port of Seattle, a Washington municipal
corporation, to be the free and voluntary act and deed of said entity for the uses and purposes
mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the State of
Washington, residing at _________________________
My appointment expires_________________________
Print Name ____________________________________
ASSIGNMENT OF SUBCONTRACT
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ACKNOWLEDGMENT OF SUBCONTRACTOR
STATE OF WASHINGTON )
)ss.
)
COUNTY OF KING
On this ____day of _________________, 2018, before me, a Notary Public in and for the
State of Washington, personally appeared ________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who executed this
instrument, on oath stated that he/she was authorized to execute the instrument, and
acknowledged it as the _____________ of SP Plus Corporation, a _______________
corporation, to be the free and voluntary act and deed of said entity for the uses and purposes
mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTARY PUBLIC in and for the State of
Washington, residing at _________________________
My appointment expires_________________________
Print Name ____________________________________