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<br />45 <br />This Master License must be construed and enforced in accordance with the laws of the <br />State of California without regard to the principles of conflicts of law. This Master License is <br />made, entered, and will be performed in the City of San Leandro. Any action concerning this <br />Master License must be brought and heard in the state or federal courts encompassing the City <br />of San Leandro. <br />28.10 Entire Agreement. <br />This Master License, including all exhibits and schedules, contains the entire agreement <br />between the parties, and all prior written or oral agreements regarding the same subject matter <br />are merged into this document. The parties further intend that this Master License, all Pole <br />Licenses, and all exhibits and schedules will constitute one agreement that contains the <br />complete and exclusive statement of its terms and that no extrinsic evidence (including prior <br />drafts and revisions) may be introduced in any judicial, administrative, or other legal proceeding <br />involving this Master License. Licensee hereby acknowledges that neither the City nor the City’s <br />Agents have made any representations or warranties with respect to the City Poles or this Master <br />License except as expressly set forth herein, and no rights, easements, or additional licenses are <br />or will be acquired by Licensee by implication or otherwise unless expressly set forth herein. <br />28.11 Time of Essence. <br />Time is of the essence with respect to all provisions of this Master License in which a <br />definite time for performance is specified. <br />28.12 Survival. <br />Expiration or earlier termination of this Master License will not affect the right of either <br />party to enforce any and all Indemnities and representations and warranties given or made to the <br />other party under this Master License, or any provision of this Master License that expressly <br />survives termination. <br />28.13 Recording. <br />Licensee agrees not to record this Master License, any Pole License, or any <br />memorandum or short form of any of them in the Official Records of the County of Alameda. <br />28.14 Counterparts. <br />This Master License may be executed in two or more counterparts, each of which will be <br />deemed an original, but all of which taken together will be one and the same instrument. <br />28.15 Cooperative Drafting. <br />This Master License has been negotiated at arm’s length between persons sophisticated <br />and knowledgeable in the matters it addresses and was drafted through a cooperative effort of <br />both parties, each of which has had an opportunity to have this Master License reviewed and <br />revised by legal counsel. No party will be considered the drafter of this Master License, and no <br />presumption or rule (including that in Cal. Civil Code § 1654) that an ambiguity will be construed <br />against the party drafting the clause will apply to the interpretation or enforcement of this Master <br />License. <br />28.16 Authority to Approve Agreement. <br />Each person signing this Master License and any Pole License on behalf of Licensee <br />warrants and represents that: (i) he or she has the full right, power, and capacity to act on behalf <br />of Licensee and has the authority to bind Licensee to the performance of its obligations under <br />those agreements without the subsequent approval or consent of any other person or entity; (ii) <br />Licensee is a duly authorized and existing entity; (iii) Licensee is qualified to do business in <br />California; and (iv) Licensee has full right and authority to enter into this Master License and Pole