Multiple Water Districts 7/22/2020

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 July 1, 2020, regardless of the date this Tolling Agreement is signed by the Parties. This Tolling Agreement shall expire at 11:59 p.m. (Pacific Time) on June 30,2022("Expiration Date");provided,however,that any 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 Section 7,below. In the case of a termination by written notice,the "Expiration Date" shall be the expiration date of the 60-day notice period. 3. Continue to Negotiate. During the two-year period,the parties will continue to negotiate. The City will document City costs when utilizing the Agricultural Property for the disposal of biosolids. The City will also gather City historical biosolids disposal cost data. The City will share this data with the Districts as it becomes available so as to inform the negotiations. 4. Tolling of Statutes of Limitation. To the extent permitted by Washington law, the Parties hereby agree that in any litigation between or among them relating to or arising out of the property reimbursement dispute described in the Recitals above,no Party,in asserting any affirmative defense based on any limitations period, including,without limitation, statutes of repose and limitation,laches, or bar to action for failure to timely make demand or to timely file (collectively, "Statutes of Limitation"), shall in its computation of time for such defense include any time which elapses between and including the Effective Date and the Expiration Date(the "Tolling Period"). Notwithstanding the foregoing, each Party hereby expressly reserves its right to assert a defense (a)based upon the expiration of any of the Statutes of Limitation prior to the Effective Date or(b)which is otherwise available to such Party and not based upon the expiration of any of the Statutes of Limitation prior to the Effective Date. 5. Payment Under Protest. No later than 30 days after full execution of this Tolling Agreement,the Districts will pay under protest a total amount equal to $148,967.24,which is one half of the amount under dispute. The individual payments shall be: AWWD=22,927.57; MWWD= $24,786.56; SLWSD=$101,253.11. 6. Effect on Prejudgment Interest. If any Party obtains a judgment against the other with respect to the Contract,the prevailing Party shall exclude the Tolling Period in the computation of any prejudgment interest. The provisions of this paragraph 5 shall survive the Expiration Date. 7. No Admission of Fault. No Party admits any breach,fault, or liability of any kind, and no Party waives or concedes any claim or defense,relating to or arising out of the Contracts or otherwise related to the dispute described above. .2