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referred to as"New Location", as described In Exhibit A attached hereto and made a part hereof. SEE EXHIBIT A 2. Company will relocate within said New Location any of Company's facilities now installed pursuant to Company's easement in the Old Location in accordance with its tariff rules. Upon completion of the relocation of Company's facilities in the New Location, Company will surrender and quitclaim all of Company's right, title and interest under and by virtue of Company's easement in the Old Location and not included in said New Location. .3. Company hereby consents to the construction, reconstruction, maintenance or use by City of said Vineyard Avenue, over, along and upon Company's easement In the New Location subject to Company's right and easement to use said New Location for all of the purposes for which the Company's easement was acquired and to.the terms and conditions herein contained. Company does not by this agreement and shall not be deemed to subordinate its rights in the New Location to any use which City shall make of said New Location. 4. Except as expressly set forth herein, this Agreement shall not in any way alter, modify or terminate any provision of Company's easement or the priority thereof over the title of City in said New Location.City acknowledges Company's title to Company's easement in said New Location and priority of Company's title over the title of City herein. Company has and reserves the right and easement to use, in common with the public's use of said Vineyard Avenue, said New Location for all the purpose for which Company's easement was acquired without the need for further permit or permission from City. Except in the case of emergencies, Company shall obtain an encroachment permit from the City before any work on Company's facilities in said New Location where such work will be performed in, on, or over the traveled way or improved shoulders of said Vineyard Avenue and will obstruct traffic. In all cases, Company shall make adequate provision for the protection of the traveling public. At the City's discretion, it may require the submittal of a traffic control plan to the City for review and approval in connection with an encroachment permit. 5. In the event that the future use of said Vineyard Avenue shall at any time or times necessitate a rearrangement, relocation, reconstruction or removal of any of Company's facilities then existing in said New Location the City shall notify Company in writing of such necessity and agree to reimburse Company on demand for its costs incurred in complying with such notice. Company will provide City with plans of its proposed rearrangement and an estimate of the cost thereof and, upon approval of such plans by City, Company will promptly proceed to effect such rearrangement, relocation, reconstruction or removal. Company shall make adequate provisions for the protection of the traveling public. No further permit or permission from City for such rearrangement shall be required and City will(1)enter into a Joint Use Agreement on the same terms and conditions as are herein set forth covering any such subsequent relocation of Company's facilities within said Vineyard Avenue, and (2)provide executed document(s)granting to Company good and sufficient easement outside of the highway right of way if necessary to replace Company's easement or any part thereof, and (3)reimburse Company for any costs which it may be required to expend to acquire such easement, provided it is mutually agreed in writing that Company shall acquire such easements. 6. Company shall indemnify, hold harmless, and defend the City(Including its elected officials, officers, agents and employees)from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from performance, or failure to perform, under this Joint Use Agreement(with the exception of the active negligence or willful misconduct of the City). 7. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of both parties.