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harmless against and from any and all claims or suits arising from any breach or default of any <br />performance of any obligation of Company under this Agreement, and against and from all costs, <br />attorney's fees, expenses and liabilities related to any claim or any action or proceeding within the <br />scope of this indemnification, excepting such claims or suits arising out of the City's sole <br />negligence or willful misconduct. Company shall also indemnify, defend and hold City harmless <br />from any fines or other punitive actions imposed on City arising from the Company's actions due <br />to the existence of the Project, excepting such fines arising out of the City's sole negligence or <br />willful misconduct. These indemnifications also shall apply to other improvements made by <br />Company located within the Right of Way but adjacent to the described route which are affected <br />by any work performed by City or its representatives on the City's utilities or City's other uses <br />within the Right of Way. <br />6. REMOVAL OF PROJECT AND RESTORATION. <br />a. Notwithstanding Section 13.04.310 B of the Pleasanton Municipal Code, <br />Company shall, at its sole expense, remove the Project from the Right of Way and <br />shall restore, to the City's reasonable satisfaction, the Right of Way and any <br />adjacent property which has been affected by the Project to as good a condition as <br />they were in at the time of the construction of the Project upon any of the <br />following events: <br />1. the termination of this Agreement; <br />2. when the Project is reasonably determined by City to be in conflict with <br />work which must be done by City in the Right of Way or in the vicinity of <br />the Right of Way; or <br />3. when the Project is reasonably determined by City to be in conflict with the <br />City's needs or requirements. <br />b. Nothing in this Agreement shall be construed to prohibit Company from <br />pursuing reimbursement from any third party whose project or projects shall <br />occasion such removal or relocation for Company's facilities, even if the project or <br />projects are or shall be dedicated to City. <br />c. If Company fails to remove the Project pursuant to the City's instructions or if <br />Company fails to restore, to the City's reasonable satisfaction, the Right of Way or <br />any adjacent property which has been affected by the Project to as good a <br />condition as they were in at the time of the construction of the Project, City may <br />cause the removal or abandonment of the Project and the restoration of the Right <br />of Way and any adjacent property which has been affected by the Project. The <br />removal or abandonment of the Project and, if necessary, the restoration of the <br />Right of Way and any adjacent property, whether caused by Company and/or City <br />shall be at the sole expense of Company. If City causes the removal or <br />abandonment of the Project or, if necessary, the restoration of the Right of Way or <br />any adjacent property, City shall in no manner be liable to Company for any <br />damage sustained by Company for or on account thereof, and such removal or <br />MCImetro Encroachment Agreement 3 <br />