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TOLLING AGREEMENT <br /> CITY <br /> RECITALS <br /> WHEREAS,the City of Everett, a municipal corporation of the State of Washington("the <br /> City"), on September 4, 2019 served a summons and complaint on U.S. GOLDEN EAGLE <br /> FARMS LP and GOLDEN EAGLE FARMS LTD (collectively, "Golden Eagle"), regarding a <br /> dispute regarding excavation by Golden Eagle of a drainage ditch in 2017, which the City claims <br /> caused damage to Lowell-Larimer Road, and which Golden Eagle disputes; <br /> WHEREAS,the City has not filed the summons and complaint; <br /> WHEREAS,the City and Golden Eagle desire to devote their energies to exploration of <br /> settlement rather than litigation; and <br /> NOW, THEREFORE,the City and Golden Eagle (collectively,the "Parties") enter into <br /> this agreement("Tolling Agreement"), and, intending to be bound thereby, make the following <br /> promises, which are acknowledged by the Parties as mutual and adequate consideration: <br /> AGREEMENT <br /> 1. Incorporation of Recitals. The Recitals are incorporated by reference into this <br /> Tolling Agreement. <br /> 2. Effective and Expiration Dates. The effective date ("Effective Date") of this <br /> Tolling Agreement shall be September 4, 2019, regardless of the date of signatures on this <br /> Tolling Agreement. This Tolling Agreement shall expire at 11:59 p.m. (Pacific Time) on May <br /> 31, 2020 ("Expiration Date"). <br /> 3. Tolling of Statutes of Limitation. The Parties hereby agree that in any arbitration <br /> or litigation between or among them relating to or arising out of the dispute described in the <br /> Recitals above, no Party, in asserting any affirmative defense based on any limitations period, <br /> including, without limitation, statutes of repose and limitation, laches, or bar to action for failure <br /> to timely make demand or to timely file (collectively, "Statutes of Limitation"), shall in its <br /> computation of time for such defense include any time which elapses between and including the <br /> Effective Date and the Expiration Date (the "Tolling Period"). Notwithstanding the foregoing, <br /> each Party hereby expressly reserves its right to assert a defense (a)based upon the expiration of <br /> any of the Statutes of Limitation prior to the Effective Date or(b)which is otherwise available to <br /> such Party and not based upon the expiration of any of the Statutes of Limitation prior to the <br /> Effective Date. <br /> 4. No Admission of Fault. No Party admits any breach, fault, or liability of any <br /> kind, and no Party waives or concedes any claim or defense,relating to or arising out of the <br /> Contract or otherwise related to arising out of the dispute described in the Recitals above. The <br /> City by entering into this Tolling Agreement does not admit that any Statute of Limitation <br /> applies to the City. <br /> 1 <br />