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6.C. - Page 14 of 147 <br />assigns. This Agreement may not be assigned by a Grantee Agency except as otherwise <br />provided in Section 2 of this Agreement or by operation of law. <br />14. Governance. This Agreement will be governed, construed and interpreted in <br />accordance with the laws of the State of California without regard to its conflicts of laws <br />provision. <br />15. Absence of Waiver. The failure of a Party hereto at any time or times to require <br />performance of any provision hereof will in no manner affect its right at a later time to enforce <br />the same. No waiver by a party hereto of the breach of any term or covenant by the other Party <br />hereto contained in this Agreement or in any other such instrument, whether by conduct or <br />otherwise, in any one or more instances, will be deemed to be, or construed as, a further or <br />continuing waiver of any breach, or a waiver of the breach of any other term or covenant <br />contained herein. <br />16. Amendments and Modifications. This Agreement may be amended, superseded, <br />cancelled, renewed, or extended, and their terms or covenants hereof may be waived, only by a <br />written instrument executed by the Parties hereto or in the case of a waiver, by the Party waiving <br />compliance. The Parties reserve the right by mutual written consent to amend, modify, <br />supersede, and cancel this Agreement, or waive the terms or conditions hereof, without the <br />consent of any other third party (natural or otherwise). <br />17. Counterparts. This Agreement may be executed in two or more counterparts, each <br />of which may be deemed an original but together will constitute but one and the same <br />instrument. <br />18. Mutual Negotiation. This Agreement has been the subject of negotiations by the <br />Parties, and this Agreement will not be construed for or against any Party merely because of such <br />Party's involvement in its initial preparation and negotiation. <br />19. Government Officials. Cargill shall be notified at least twenty-four (24) hours <br />before any building, planning, code compliance, or governmental inspector enters the Cargill <br />Property on behalf of or at the request of a Grantee Agency for any purpose related to this <br />Agreement in order to allow a representative of Cargill to be present. <br />20. Severability. Should any one or more provisions of this Agreement be judicially <br />determined invalid or unenforceable, such judgment will not affect, impair or invalidate the <br />remaining provisions of this Agreement, the intent being that the various sections and provisions <br />hereof are severable. <br />21. Headings. The section headings and titles in this Agreement are for convenience <br />of reference only. Such headings and titles will not be construed as modifying, limiting or <br />expanding in any manner the terms and provisions of this Agreement. <br />9 <br />107 <br />