AgdaPkt 2021.04.12 Joint SA PFA - Complete Agenda Packet

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6.C. - Page 103 of 147 representatives, contractors, guests and invitees while on or about the Cargill Property or Cargill Point Property, AND AGREES THAT ITS ACCESS, USE AND OCCUPANCY OF THE CARGILL PROPERTY AND CARGILL POINT PROPERTY IS ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. CARGILL AND CARGILL POINT MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION OF THE CARGILL PROPERTY OR CARGILL POINT PROPERTY, RESPECTVELY, AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO THE CONDITION OF THE CARGILL PROPERTY OR CARGILL POINT PROPERTY, RESPECTIVELY. 6. Cargill Operations. The District understands and acknowledges that Cargill and Cargill Point retain the right to operate, maintain, repair, replace and/or construct facilities related to Cargill's and Cargill Point's operations, including the Cargill Facilities (the "Cargill Operations"), and that nothing in this Agreement shall be interpreted so as to prevent Cargill or Cargill Point from conducting Cargill Operations, provided such operations do not materially interfere with the rights granted under this Agreement. The District represents that the Box Culvert Improvements have been designed and will be constructed in a manner to allow Cargill, Cargill Point and other parties to use and operate equipment and vehicles which do not exceed the H-20 traffic rating, assuming a 32,000 -pound load per axle (or 16,000 pound wheel load), including in the area immediately above the TCE Area. The District agrees that, as part of the Cargill Operations, Cargill and Cargill Point may excavate any areas overlying any Cargill Facilities, including over the Transbay Pipeline, within the TCE Area as necessary to access, repair, replace, operate or maintain such Cargill Facilities, provided that Cargill or Cargill Point restores any such excavated areas to their original condition, and provided that such work is conducted pursuant to a written scope of work approved in advance by the District with such approval not to be unreasonably withheld, conditioned or delayed ("Cargill Work"). The District agrees that any Cargill Work conducted by Cargill or Cargill Point in compliance with this Section 6 shall not be interpreted or construed as a material interference with the rights granted to the District under this Agreement. Any damage to the Box Culvert Improvements and appurtenances caused by Cargill or Cargill Point in connection with any Cargill Work shall be repaired and/or corrected promptly by Cargill or by Cargill Point, respectively. 7. Cargill PropeM Use. The District understands and acknowledges that Cargill and Cargill Point retain the right to make any use of the Cargill Property and the Cargill Point Property, respectively, provided such use does not materially interfere with the District's use and enjoyment of the rights granted under this Agreement. The District further acknowledges and agrees that Cargill and Cargill Point, subject to compliance with applicable laws and receipt of necessary permits and entitlements, may construct or cause the construction or grant the right to construct new improvements over the Cargill Property or over the Cargill Point Property, respectively, after the Bayfront Canal Project is completed, including roadways for public or private access, trails, bridges and related improvements directly over the TCE Area, and including the Bedwell Bayfront Park Entrance Improvement Program proposed by the City of Menlo Park, except for buildings and related structures directly over the Box Culvert Improvements and provided such improvements do not directly encroach upon the Box Culvert Improvements or otherwise materially interfere with the District's use and enjoyment of the rights granted under this Agreement (collectively, "New Improvements"). 5 196