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f. City shall not be liable to LAVTA for any damage sustained by LAVTA in City's maintenance, removal, restoration, or repair of the Project, any adjacent property which has been affected by the Project, or other improvements by LAVTA, except when such damage is caused by the negligent act or omission or intentional misconduct of City. Except for City's negligence or intentional misconduct, City's performance shall in no manner prejudice or impair any right of action for damages, or otherwise, that City may have against LAVTA. 5. NO INTERFERENCE WITH CITY'S OPERATION a. The Project Facilities shall be constructed, installed, maintained, repaired and operated in such manner as to cause no interference with the constant, continuous and uninterrupted use of the Right of Way, and LAVTA shall do nothing to impair the safety thereof. LAVTA shall not interfere with any existing City utility or other City system without the written consent of City. No City utility or other City system shall be moved to accommodate LAVTA without City approval and unless the cost of such work is solely borne by LAVTA. The expense of replacement or repairs of any damage to City utility or other City system resulting from LAVTA's acts or omissions shall be solely borne by LAVTA. b. The City's costs to ensure that work by LAVTA in the Right of Way will not affect the Right of Way, such as design review or inspection if applicable, shall be at the sole expense of LAVTA, unless otherwise determined by the City Engineer. C. Nothing in this Agreement shall affect the City's existing or future use of the Right of Way. 6. INDEMNIFICATION. LAVTA shall indemnify, defend and hold harmless City, its officers, employees, and agents against and from any and all claims or suits for damages or injury or fines arising from the LAVTA's use of the Right of Way or from LAVTA's breach or default of any obligation under this Agreement, excepting such claims or suits for damages or injury arising from the sole negligence or willful misconduct of City. This indemnification and hold harmless provisions shall survive termination of this Agreement. 7. INSURANCE. During the term of this Agreement, LAVTA and any LAVTA agent doing work in the Right of Way shall maintain in full force and effect at its own cost and . expense the following insurance coverage: a. General Liability and Bodily Injury Insurance. A comprehensive, general liability insurance for at least $1,000,000 combined limit for bodily injury and property damage and provide that City, its officers, employees and agents are named additional insured under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider thereof that this insurance will operate as primary insurance for work performed under this Agreement, and that no other insurance effected by City or other named insured will be called on to cover a loss covered thereunder. BUS SHELTER ENCROACHMENT AND MAINTENANCE AGREEMENT CITY OF PLEASANTON AND LAVTA Page 4 of 6 1940106.1