2003 AGN JAN 07 Closed Session Tolling and Standstill Agreement

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VII. WAIVER OF CERTAIN DEFENSES The Parties recognize that under limited circumstances certain statute of limitations enacted for the benefit of the public cannot be waived by agreement. The Parties to this Agreement agree that no such statute of limitations is implicated by this Agreement and that they will not raise any defenses based upon such ground. VIII. EXCLUSIVE AGREEMENT No other agreement, expressed or implied, oral or written, has been made by and among Colton, on the one hand, and the County, on the other hand, concerning tolling any applicable Statutes of Limitation or suspending any litigation based on or arising out of the Claims. This Agreement is executed without reliance and promise, warranty, or representation by any party or any representative of any party other than those expressly contained in this Agreement. This Agreement may be amended only by a written instrument signed by all of the Parties. IX. NO ADMISSION The Parties agree that the sole purpose of this Agreement is to toll any applicable Statutes of Limitation or other time related defense and to standstill regarding litigation with regard to the Claims during the Tolling Period. The execution of this Agreement shall in no way operate as an admission of any liability or responsibility by the Parties, and any liability is denied. Additionally, nothing contained in this Agreement shall be admissible as evidence in any court, administrative, or alternative dispute resolution proceeding, except as to the issue of the tolling of any Statutes of Limitation or any other time related defense. X. KNOWLEDGE AND CONSENT OF PARTIES. AND ADVICE OF COUNSEL The Parties to this Agreement mutually warrant and represent that they have read and understand the Agreement and that the Agreement is executed voluntarily and without duress or undue influence on the part of or on behalf of any party hereto. The Parties hereby acknowledge that they have been represented in negotiations and for the preparation of this Agreement by counsel of their own choice, that they have the Agreement and have had the provisions fully explained to them by such counsel, and that they are fully aware of the contents of this Agreement and of the legal effect of each and every provision thereof. XI. WAIVER, MODIFICATION AND AMENDMENT. No provisions of the tolling agreement may be waived unless in writing, signed by all parties. Waiver of any one provision therein shall not be deemed to be a waiver of any other provision therein. The tolling agreement may be modified or amended only by a written agreement executed by all of the parties. 0