MCIMETRO ACESS TRANSPORTATION SERVICES / VERIZON

possessory interest subject to taxation, ENCROACHER will be solely responsible for any taxes, assessments or other impositions levied in connection with such determination. ENCROACHER shall pay all such taxes, assessments or other impositions prior to delinquency. ENCROACHER understands and acknowledges that any sublicense or assignment under this Agreement and any options, extensions or renewals in connection with this Agreement may constitute a change in ownership for taxation purposes and therefore result in a revaluation for any possessory interest created under this Agreement. 16.5 Except as may be expressly provided in this Agreement,the conditions, covenants, promises and terms contained in this Agreement will bind and inure to the benefit of CITY and ENCROACHER and their respective successors and assigns. 16.6 This Agreement must be construed and enforced in accordance with the laws of the State of California and the Pleasanton Municipal Code,without regard to the principles of conflicts of law. This Agreement is made, entered and will be performed in the City of Pleasanton, County of Alameda, State of California. Any action concerning this Agreement must be brought and heard in the California Superior Court for the County of Alameda or, if jurisdiction is proper, in the United States District Court for the Northern District. 16.7 In the event CITY or ENCROACHER prevails in an action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, incurred in connection with such action. 16.8 ENCROACHER acknowledges and agrees that ENCROACHER shall not have the right to record this Agreement, any memorandum or any short-form agreement in relation to this Agreement. ENCROACHER shall, at ENCROACHER's sole cost and expense, remove any document or other instrument recorded against CITY's title to any CITY property or Public Rights- of-Way promptly upon CITY's request or demand. 16.9 If any provision in this Agreement or such provision's application to any person, entity or circumstances is or held by any court of competent jurisdiction to be invalid or unenforceable: (1) such provision or its application to such person, entity or circumstance will be deemed severed from this Agreement; (2) all other provisions in this Agreement or their application to any person, entity or circumstance will not be affected; and (3) all other provisions in this Agreement or their application to any person, entity or circumstance will be valid and enforceable to the fullest extent permitted by applicable Laws, except to the extent that such enforcement would (a) be manifestly unreasonable or manifestly inequitable under all the circumstances or (b) undermine one or both parties' fundamental purpose in entering this Agreement. 16.10 All terms,provisions, covenants, conditions and obligations in this Agreement will survive this Agreement's expiration or termination when, by their sense or context, such provisions, covenants, conditions or obligations: (1) cannot be observed or performed until this Agreement's expiration or earlier termination; (2) expressly so survive; or (3) reasonably should survive this Agreement's expiration or earlier termination.Notwithstanding any other provision in this Agreement, the parties' rights to enforce any and all indemnities, representations and {00053614;%11 -19-