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6.C. - Page 9 of 147 <br />unreasonably withheld, conditioned or delayed. Cargill retains the right to make any use of the <br />Cargill Property or to take other actions, so long as such use or actions do not unreasonably <br />interfere with the rights granted under this Agreement to the Grantee Agencies or impair the <br />function of the Box Culvert Improvements. The Culvert Easement and other rights granted <br />under this Agreement are assignable by a Grantee Agency, provided that Cargill is provided with <br />thirty (30) days' advance notice of such proposed written assignment, such assignment would not <br />materially increase the surface area of land draining to the Culvert Easement Area, such <br />assignment would not result in public access to the Cargill Property, and Cargill approves such <br />assignment in writing, such approval not to unreasonably be withheld, conditioned or delayed. <br />3. Access Protocols. The Grantee Agencies each agree to provide written notice to <br />Cargill for access to the Cargill Property at least five (5) days prior to accessing the property to <br />initiate any operations, maintenance, repair, replacement or construction activities authorized by <br />this Agreement ("Work"); provided, however, that in the event a Grantee Agency requests <br />access to the Cargill Property in order to perform emergency operations, maintenance and/or <br />repairs, as reasonably determined by the Grantee Agency(ies) requesting emergency access <br />("Emergency"), such Grantee Agency shall provide the designated contact for Cargill with <br />immediate notice by phone, followed by written notice within twenty-four (24) hours thereafter. <br />Access to the Cargill Property for any Work authorized by this Agreement will be permitted only <br />during normal business hours or as otherwise agreed in writing between the Parties, or except in <br />the event of an Emergency as described above, and will not unreasonably interfere with Cargill <br />operations at the Cargill Property. Each Grantee Agency agrees to provide Cargill with a copy <br />of all information, analytical results, final reports and data resulting from any activities <br />authorized by the Culvert Easement upon a written request, provided, however, that a Grantee <br />Agency may withhold any requested records which are subject to the attorney-client privilege <br />and/or attorney work product doctrine. Each Grantee Agency agrees that it and its employees, <br />agents, licensees, invitees, and contractors shall present proper credentials when seeking access <br />to the Cargill Property for any activity authorized by this Agreement, and shall perform all work <br />on the Cargill Property in a professional and workmanlike manner in accordance with all <br />applicable industry standards and safety requirements and environmental laws and regulations <br />for similar work and in compliance with Cargill's safety requirements attached hereto as Exhibit <br />"G", which may be updated in writing by Cargill. Cargill shall provide notice of any such <br />updated safety requirements to the Grantee Agencies, and such requirements shall be consistent <br />with prevailing industry standards for such safety requirements and to the extent there is any <br />inconsistency between such requirements and this Agreement, this Agreement shall prevail. <br />Each Grantee Agency further agrees that, except in the case of an Emergency as defined above, <br />Cargill may stop a Grantee Agency from performing some or all activities authorized by this <br />Agreement on the Cargill Property and/or limit access to the property to any person in the event <br />of the Grantee Agency's material breach of this Agreement, including the material breach of the <br />requirements of this Section 3, unless and until such material breach has been cured. <br />Notwithstanding anything to the contrary in this Agreement, a Grantee Agency will not permit <br />access to any third party (i.e., other than a Grantee Agency's employees and/or authorized <br />agents, contractors and subcontractors as necessary in connection with activities authorized by <br />this Agreement) to the Cargill Property, except as otherwise agreed to in writing by Cargill. <br />Cargill may establish and impose rules and regulations for the use of the Cargill Property for <br />vehicular and/or pedestrian access from time to time which are reasonably acceptable to the <br />Grantee Agencies, including signage, traffic controls and checkpoints, to confirm such use is <br />2 <br />102 <br />