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6.C. - Page 11 of 147
<br />5. Disclaimer. Each Grantee Agency agrees that Cargill will not be responsible for
<br />any loss or theft of, or damage to, any parts, equipment or other property stored or left on the
<br />Cargill Property by any Grantee Agency or, its respective agents, employees, representatives,
<br />contractors and invitees. Each Grantee Agency further agrees that, except as otherwise provided
<br />in this Agreement, Cargill will not be responsible for any loss or injury to life or person suffered
<br />by any Grantee Agency or its respective employees, agents, representatives, contractors, guests
<br />and invitees while on or about the Cargill Property, AND AGREES THAT ITS ACCESS, USE
<br />AND OCCUPANCY OF THE CARGILL PROPERTY IS ON AN "AS IS," "WHERE IS" AND
<br />"WITH ALL FAULTS" BASIS. CARGILL MAKES NO WARRANTIES OR
<br />REPRESENTATIONS AS TO THE CONDITION OF THE CARGILL PROPERTY AND
<br />EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR
<br />STATUTORY, AS TO THE CONDITION OF THE CARGILL PROPERTY.
<br />6. Grantee Agencies Operations and Maintenance. Each Grantee Agency shall use
<br />commercially reasonable efforts to keep and maintain the Box Culvert Improvements in good
<br />working order and in such a manner as to comply with its obligations under this Agreement and
<br />applicable permits, laws and approvals. The Grantee Agencies, and each of them, agree to repair
<br />any and all damages to the Box Culvert Improvement and to correct any violations of applicable
<br />permits, laws and approvals as necessary for these improvements to perform their intended
<br />functions and to comply with such applicable permits, laws and approvals, and should a Grantee
<br />Agency fail, neglect, or refuse to repair such damage or correct any such violations after sixty
<br />(60) days' written notice from Cargill of such damage or violations, or if such repairs or
<br />violations cannot reasonably be made or corrected within sixty (60) days, then within a
<br />reasonable time period, in that event Cargill, without any obligation to do so, may perform such
<br />repairs or correct such violations at the Grantee Agencies' expense, which expense the Grantee
<br />Agencies, and each of them, agree to pay to upon demand. Notwithstanding the foregoing, the
<br />Parties may enter into a separate agreement or agreements governing operations and maintenance
<br />of the Box Culvert Improvements.
<br />7. Cargill Operations. Each Grantee Agency understands and acknowledges that
<br />Cargill retains the right to operate, maintain, repair, replace and/or construct facilities related to
<br />Cargill's operations, including the Cargill Facilities (the "Cargill Operations"), and that nothing
<br />in this Agreement shall be interpreted so as to prevent Cargill from conducting Cargill
<br />Operations, provided such operations do not materially interfere with the rights granted under
<br />this Agreement. Each Grantee Agency represents in particular: (i) that the Box Culvert
<br />Improvements, including the resultant grading and compaction of the Culvert Easement Area
<br />after the Box Culvert Improvements have been constructed, have been designed and will be
<br />constructed and maintained by the Grantee Agencies in a manner to allow Cargill or any other
<br />party to use and operate equipment and vehicles which do not exceed the H-20 traffic rating
<br />("Load Compliant Vehicles"), assuming a 32,000 -pound load per axle (or 16,000 pound wheel
<br />load), including over the Culvert Easement Area, (ii) that the use of Load Compliant Vehicles
<br />over the Culvert Easement Area will therefore not damage either the Box Culvert Improvements
<br />or any underlying Cargill Facilities, including the Transbay Pipeline, and (iii) that the Grantee
<br />Agencies will not use, and will prohibit any of their employees, authorized agents, contractors or
<br />subcontractors from utilizing vehicles and equipment which are not Load Compliant Vehicles
<br />over the Cargill Property, including over the Culvert Easement Area or Culvert Access Area.
<br />Cargill shall not be responsible for any damage to the Box Culvert Improvements caused by any
<br />Con
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