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Except as may be expressly provided in this License, the conditions, covenants, promises and terms contained in this License will bind and inure to the benefit of the City and Licensee and their respective successors and assigns. 28.6. Brokers The parties represent to each other that neither has had any contact, dealings or communications with any Broker in connection with this License, whose commission, if any, would be paid pursuant to a separate written agreement between such Broker and such party with which such Broker contracted. In the event that any Broker perfects any claim or finder's fee based upon any such contact, dealings or communications, the party to such written contract with such Broker shall indemnify the other party from all Claims brought by such Broker. This Section 28.6 will survive this License's expiration or earlier termination. 28.7. Governing Law; Venue This License must be construed and enforced in accordance with the laws of the State of California, without regard to the principles of conflicts of law. This License is made, entered and will be performed in the City of Pleasanton, County of Alameda, State of California. Any action concerning this License must be brought and heard in the California Superior Court for the County of Alameda. 28.8. Litigation Fees and Costs In the event the City or Licensee prevails in an action to enforce its rights under this License, the prevailing shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, incurred in connection with such action. 28.9. Recording Licensee acknowledges and agrees that: (1) this License affects the City's personal property and therefore cannot be recorded in any official records; (2) Licensee shall not have the right to record this License, any memorandum or any short-form agreement in relation to this License; and (3) Licensee shall, at Licensee's sole cost and expense, remove any document or other instrument recorded against the City's title to any City Property promptly upon the City's request or demand. In the event that this License affects or is deemed to affect any real property owned by the City, Licensee may not record any document or instrument in connection with this License without the City's prior written consent, which the City may withhold in the City's sole and absolute discretion. 28.10. No Third-Party Beneficiaries This License is not intended to (and shall not be construed to) give any third party, which includes without limitation Licensee's customers or any other third-party beneficiaries, {00033905;%11 City of Pleasanton, CA 33 DRAFT Pole License Agreement