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TOLLING AGREEMENT
This Tolling Agreement (hereinafter"Agreement") is made and entered into by and
between the City of Arcadia ("Arcadia") and the Los Angeles Turf Club, Inc. ("Santa Anita").
Recitals
Santa Anita is the owner and operator of Santa Anita Park, a horse racing facility located
within Arcadia. Santa Anita obtains water for its operations from Arcadia's municipal water
system. Beginning in or about August 2000, Arcadia believes that it began undercharging Santa
Anita for water it provided due to an error in reading the water meter that measures water usage
by Santa Anita (the "Claim"). In November 2003, Arcadia sent a demand to Santa Anita
requesting that Santa Anita pay water charges due and owing to Arcadia in the principal amount
of $520,943.67.
The parties now desire to attempt to resolve the Claim as well as any other issues related
to any undercharge for water provided to Santa Anita by Arcadia.
Agreement
In consideration of the mutual agreements described herein, Arcadia and Santa Anita
agree as follows:
1. Upon execution of this Agreement by both parties (the"Effective Date"), all
applicable periods of limitation, whether contractual, statutory or equitable, for the filing of any
and all civil actions and counterclaims which any party may have arising from or in any way
connected with the Claim shall be tolled from the date of this Agreement through the termination
date of this Agreement, as defined below.
2. This Agreement shall terminate on the earliest of the following dates:
a. Full settlement of all disputes among the parties evidenced by a written
agreement reflecting termination of this Agreement,
b. Six months from the Effective Date of this Agreement, or
c. Upon the filing of any complaint in the Superior Court of Los Angeles
County by either party which asserts any cause of action related to the
Claim.
3. The parties further agree that their execution of this Agreement shall not constitute
a waiver of any statute of limitations defense that may exist as of the Effective Date of this
Agreement.
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4. Each person signing this Agreement represents and warrants that he has full
authority and power to bind the party on behalf of which he or she signs
IN WITNESS WHEREOF, the Parties have executed this Tolling Agreement effective as
of the last date shown below.
LOS ANGELES TURF CLUB, INC.
Dated: December 9 , 2003
rank DeMarco, Jr.
Vice President
Assistant Secretary and
General Counsel—
CITY OF ARCADIA.
Dated: December g 2003 By:
• William R. Kelley
Its: City Manager
APPROVED AS TO FORM AND CONTENT:
LOS ANGELES TURF CLUB, INC.
•
Dated: December 9 , 2003 By:
ank DeMarco, Jr.
General Counsel
BEST BEST &KRIEGER LLP
PDated: December D1 , 2003 By: 1
Stephen P. Deitsch
Attorneys for City of Arcadia
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