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46 <br />If any provision of this Master License or the application thereof to any person, entity, or <br />circumstance is invalid or unenforceable, the remainder of this Master License, or the application <br />of such provision to persons, entities, or circumstances other than those as to which it is invalid <br />or unenforceable, will not be affected thereby, and each provision of this Master License will be <br />valid and be enforced to the full extent permitted by Law, except to the extent that enforcement of <br />this Master License without the invalidated provision would be unreasonable or inequitable under <br />all the circumstances or would frustrate a fundamental purpose of this Master License. <br />28.9 Governing Law and Venue. <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 and <br />Associated Facilities Licenses, and all exhibits and schedules will constitute one agreement that <br />contains the complete and exclusive statement of its terms and that no extrinsic evidence <br />(including prior drafts and revisions) may be introduced in any judicial, administrative, or other <br />legal proceeding involving this Master License. Licensee hereby acknowledges that neither the <br />City nor the City’s Agents have made any representations or warranties with respect to the City <br />Poles or this Master License except as expressly set forth herein, and no rights, easements, or <br />additional licenses are or will be acquired by Licensee by implication or otherwise unless <br />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 or Associated Facilities <br />License, or any memorandum or short form of any of them in the Official Records of the County <br />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