2014/02/05 Council Agenda Packet

TOLLING AGREEMENT BETWEEN CITY OF EVERETT AND ALDERWOOD WATER AND WASTEWATER DISTRICT RECITALS WHEREAS,the City of Everett, a municipal corporation of the State of Washington("the City"), and the Alderwood Water and Wastewater District,a municipal corporation of the State of Washington("the District") entered into a Water Supply Contract on or about January 28, 2005 ("the Contract"). Under the Contract,the City has agreed to sell water to the District, and the District has agreed to purchase the water. WHEREAS,the District provides the water purchased under the Contract to the members of the Clearview Water Supply Agency("Clearview"),which consists of the District, Silver Lake Water and Sewer District, and Cross Valley Water District. WHEREAS,for the purpose of billing the District under the Contract,the City measures the water sold under the Contract through the use of a master flow meter. The master flow meter is owned and maintained by the City. WHEREAS,the District has become aware of a significant amount of unaccounted-for water in the Clearview system. Following a number of tests of other parts of the Clearview system, concern has focused on the accuracy of the master meter,which the City had wanted to replace in any case;however initial attempts to install a new meter have encountered technical problems and significant delays WHEREAS,the parties have been in discussions about master meter replacement and possible overbilling issues and desire to continue these discussions and attempt to resolve the issues,without concern about any limitations periods that may affect their legal rights. NOW,THEREFORE,the City and the District(each, a"Party" and, collectively,the "Parties")enter into this agreement("Tolling Agreement"), and,intending to be bound thereby, make the following promises, which are acknowledged by the Parties as mutual and adequate consideration: AGREEMENT 1. Incorporation of Recitals. The Recitals are incorporated by reference into this Tolling Agreement. 2. Effective and Expiration Dates. The effective date("Effective Date") of this Tolling Agreement shall be 12:00 a.m. (Pacific Time) on January 1,2014. This Tolling Agreement shall expire at 11:59 p.m. (Pacific Time) on June 30, 2015 ("Expiration Date"); provided,however,that either party may terminate the Tolling Agreement prior to the Expiration Date upon sixty(60) days' advance written notice. The 60-day notice period shall begin on the date the Party sent the written notice as provided by Paragraph 7,below. In the case of a termination by written notice,the "Expiration Date" shall be the expiration date of the 60-day Everett/Alderwood Tolling Agreement 1 58