MCIMETRO ACESS TRANSPORTATION SERVICES / VERIZON

5.3 In the event all or any portion of the Public Right-of-Way occupied by Network Facilities shall be needed by CITY for governmental purposes (for example, if and when made necessary by any lawful change of grade, alignment or width of any street, including the construction,maintenance or operation of any underground subway or viaduct by CITY and/or the construction,maintenance or operation of any other CITY underground or aboveground facilities), or in the event of the existence of said Network Facilities shall be considered detrimental to governmental activities,including but not limited to,interference with CITY construction projects, or is in conflict vertically and/or horizontally with any proposed CITY installation, ENCROACHER shall, by CITY's written direction,remove said Network Facilities,without cost or expense to CITY. Said removal or relocation shall be completed within the time specified by written notice from the City Engineer,except for force majeure events or events beyond the control of ENCROACHER. 5.4 ENCROACHER shall, by a time specified by CITY (subject to force majeure events or events beyond the control of ENCROACHER),protect,support,temporarily disconnect, relocate or remove any of its property when required by CITY or any other governmental entity by reason of traffic conditions; public safety; Public Rights-of-Way construction; Public Rights- of-Way maintenance or repair (including, but not limited to, resurfacing or widening); change of Public Rights-of-Way grade; construction, installation or repair of sewers, drains, water pipes, power lines, signal lines, tracks or any other type of government-owned communication system, public work or improvement or any government-owned utility; Public Rights-of-Way vacation; or for any other purpose where the work involved would be aided by the removal or relocation of the Network Facility. 5.5 In those areas and portions of the CITY where the transmission or distribution facilities of either a public utility providing telephone service or those of the utility providing electric service are underground or hereafter may be placed underground, then ENCROACHER shall likewise construct, operate and maintain all of its Network Facilities underground, except for Facilities which by their nature cannot be placed below ground(e.g.,electric meter pedestals,pole risers) to function or comply with applicable Laws. For the purposes of this subsection, "underground" shall include a partial underground system. The CITY shall not in any manner be responsible for any costs incurred by ENCROACHER in placing ENCROACHER's Network Facilities underground. 5.6 If any portions of the Network Facilities covered under this Agreement are no longer used by ENCROACHER, or are abandoned for a period of at least twelve (12) months, ENCROACHER shall notify CITY and shall either promptly vacate and remove the Network Facilities at its own expense or, at the discretion of the City Engineer,may abandon some or all of the Network Facilities in place. Notwithstanding the foregoing, this section shall not apply to Network Facilities installed to meet future demand or needs for capacity and identified as such to CITY on the Master Plan. CITY may require ENCROACHER to remove at its expense, or at the discretion of the City Engineer, abandon in place, any portion of the Network Facilities that ENCROACHER has not used for a period of at least twelve(12)months. If ENCROACHER fails to remove the unused or abandoned Network Facilities within one hundred twenty (120) days of receiving notice from CITY and the City Engineer has not approved abandonment in place, and ENCROACHER has not been subject to a force majeure or other event beyond its control,the City may (but shall not be obligated to) remove the Network Facilities at the sole expense of {00053614;%1} -8-