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14 <br /> notice period. <br /> 3. Tolling of Statutes of Limitation. To the extent permitted by Washington law,the <br /> Parties hereby agree that in any litigation between or among them relating to or arising out of the <br /> overbilling issue described in the Recitals above,no Party,in asserting any affirmative defense <br /> based on any limitations period, including,without limitation, statutes of repose and limitation, <br /> laches, or bar to action for failure to timely make demand or to timely file (collectively, "Statutes <br /> of Limitation"), shall in its computation of time for such defense include any time which elapses <br /> between and including the Effective Date and the Expiration Date (the"Tolling Period"). <br /> Notwithstanding the foregoing, each Party hereby expressly reserves its right to assert a defense <br /> (a)based upon the expiration of any of the Statutes of Limitation prior to the Effective Date or <br /> (b)which is otherwise available to such Party. <br /> 4. Effect on Prejudgment Interest. If any Party obtains a judgment against the other <br /> with respect to the Contract,the prevailing Party shall exclude the Tolling Period in the <br /> computation of any prejudgment interest. The provisions of this paragraph 4 shall survive the <br /> Expiration Date. <br /> 5. 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 the overbilling issue. <br /> 6. Fees and Costs. The rights of any prevailing Party to recover attorneys' fees and <br /> costs incurred in enforcing the Contract pursuant to the terms thereof, if any,is unmodified by <br /> this Tolling Agreement. <br /> 7. Notice. Formal notice under and official communications between the Parties <br /> regarding this Tolling Agreement shall be sent by first class mail as follows: <br /> To the City: To the District: <br /> Mayor General Manager <br /> City of Everett Alderwood Water and Wastewater District <br /> 2930 Wetmore Avenue 3626 156th St. SW <br /> -Everett WA 98201 Lynnwood WA 98037 <br /> 8. Justifiable Reliance. The City acknowledges and agrees that the District is <br /> justifiably and reasonably relying upon the terms and conditions set forth in this Tolling <br /> Agreement,that the Statutes of Limitation are subject to being tolled, and that this Tolling <br /> Agreement is enforceable in accordance with its terms. <br /> 9. Authority. Each Party represents that this Tolling Agreement has been duly and <br /> validly authorized,executed and delivered by such Party and no other action is requisite to the <br /> valid and binding execution, delivery and performance of this Tolling Agreement by such Party. <br /> 10. Counterparts. This Tolling Agreement maybe executed in counterparts, and <br /> delivered via facsimile or other means of electronic image transmission,all of which <br /> Everett/Alderwood Tolling Agreement <br /> 59 <br />