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6.C. - Page 105 of 147 <br />10. Damage to Property. The District agrees that it will not do nor suffer any waste <br />or damage or injury to the Cargill Property or Cargill Point Property, and Cargill and Cargill <br />Point each agree to not do or suffer any waste or damage or injury to the Box Culvert <br />Improvements. The District agrees that it will make no alternation to the Cargill Property or <br />Cargill Point Property except as otherwise expressly permitted in this Agreement or except as <br />otherwise agreed to in writing by Cargill and by Cargill Point, respectively. <br />11. Liens. The District agrees to keep the Cargill Property and Cargill Point Property <br />free of any and all liens which may be filed against either property due to the actions of (or work <br />performed by) the District. The District covenants and agrees to hold harmless and indemnify <br />Cargill and Cargill Point from and against any costs, expenses and liabilities from any <br />mechanic's, laborers', materialmen's or other liens, of whatsoever nature, which may be filed <br />against the Cargill Property or Cargill Point Property, respectively, during the term of this <br />Agreement due to the actions of (or work performed by) the District, and to discharge any such <br />liens within thirty days of the filing thereof. <br />12. Successors and Assigns. This Agreement shall be binding upon the Parties and <br />their respective heirs, successors, and assigns. This Agreement and the TCE will run with the <br />Cargill Property and Cargill Point Property, and the benefits and burdens of this Agreement and <br />the TCE will inure to and be binding upon the Parties and their respective heirs, successors, and <br />assigns. This Agreement may be assigned by Cargill or by Cargill Point to any Party which <br />obtains a fee or leasehold interest in part or all of the Cargill Property or Cargill Point Property, <br />respectively. This Agreement may not be assigned by the District except with the express <br />written consent of Cargill and Cargill Point, such approval not to be unreasonably withheld, <br />conditioned or delayed. <br />13. 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 />14. 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 />15. 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 party (natural or otherwise). <br />7 <br />UUj <br />