Resolution_EsmtAssignment_Suncadia

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For review/approval purposes 1/12/2020 1:17 PM 2020 Utility Sale Document #03 Assn County Esmt WHEREAS, New Suncadia intends to transfer ownership of the Sewer Facilities and the Irrigation Facilities to the Assignees and to assign such portion of its right, title and interest in the Easement to allow Assignees to own, operate, and maintain their respective Facilities within the Easement Area. NOW, THEREFORE, in consideration of the ongoing development of Suncadia, the undersigned do hereby agree as follows: 1. Definitions. Except as specifically set forth herein, defined terms herein shall have the same meaning as set forth in the Easement. 2. Assignment. 2.1. New Suncadia does hereby assign to SEC such portion of New Suncadia's rights under the Easement necessary to construct, operate, and maintain the Sewer Facilities. 2.2. New Suncadia does hereby assign to SWC such portion of New Suncadia's rights under the Easement necessary to construct, operate, and maintain the Irrigation Facilities. 2.3. Except as specifically set forth herein, New Suncadia otherwise retains its rights under the Easement, including the right to use and make further assignments as provided therein. 3. Confirmation. New Suncadia and the County confirm that, whether by inclusion in the Easement or by subsequent consent as contemplated in Section 1 thereof, the Sewer Facilities and the Irrigation Facilities as presently installed in the Easement Area are included in the definition of "Facilities" in the Easement and, to the extent necessary, do hereby amend the Easement to so include the same under such definition. 4. Consent. Pursuant to Section 5 of the Easement, the County hereby consents to the partial assignment of the Easement contained herein. 5. Acceptance. SEC and SWC hereby acknowledge that they have received a copy of the Easement and agree to be bound by the provisions set forth therein. 6. Indemnification. Assignees, and each of them, shall indemnify, protect and hold New Suncadia, and its successors or assignees, harmless from and against any and all claims, causes of action, or other assertion of liability, including attorney fees and costs, arising out of Assignees' actions, ordinary negligence, intentional acts or omissions with regard to Assignees', or either of their, exercise of the Easement rights. 7. Applicable Law. This Assignment and the respective rights, remedies and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of Washington. S. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Partial Assignment of Easement — Sewer and Irrigation Water Page 2