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independent obligation to defend the City and the other Indemnified City Parties from any Claim that actually or potentially falls within this indemnity provision even if the allegations supporting the Claim are or may be groundless, fraudulent or false, and that said obligation arises at the time such Claim is tendered to Licensee by the Indemnified City Party and continues until the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents, clients, customers, invitees, guests, tenants, subtenants, licensees, assignees and/or sublicensees causes any Hazardous Material Release on, about, in or beneath the License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to any Indemnified City Party, take any and all necessary actions to return the License Area and/or other City Property, as applicable, to the condition existing prior to such Hazardous Materials Release on the License Area or other City Property or otherwise abate the Release in accordance with all Environmental Laws, except to the extent such Release was caused directly or exclusively by the City's gross negligence or willful misconduct. Licensee shall afford the City a full opportunity to participate in any discussions with regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise or proceeding that involves Hazardous Material Release covered under this Section 23. 24. RULES AND REGULATIONS At all times throughout the Term, Licensee shall faithfully comply with any and all reasonable rules, regulations and instructions that the City may from time-to-time establish and/or amend with respect to the Permitted Use, the License Area or the Streets. 25. [Reserved] 26. SURRENDER OF LICENSE AREA 26.1. Removal and Restoration Obligations Within 30 days after a written demand from the City, Licensee shall, at Licensee's sole cost and expense, remove all Equipment and restore all affected areas to a condition compliant with all applicable Laws, in at least as good as the condition existed immediately before such Equipment were installed, reasonable wear and tear excepted, and to the satisfaction of the Community Development Director or his/her designee. The City may, in its discretion, extend the 30-day period by written notice to Licensee. If Licensee fails to timely perform its removal and restoration obligations under this License, then: (a) Licensee shall remain responsible for all its obligations under this License and liable for all Claims that may arise in connection with the Equipment through and until such Equipment are completely removed and the affected areas are completely restored; (b) the City shall have the right (but not the obligation) to perform such obligations; (c) the City shall have the right to store, sell or destroy any Equipment, improvements, personal property or other things installed by Licensee in connection with this License; and (d) Licensee shall reimburse the City for all costs incurred by the City in connection with such {00033905;%1} City of Pleasanton, CA 28 DRAFT Pole License Agreement