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39 <br />required to Investigate and Remediate any Hazardous Material brought onto the License Area or <br />other City Property by Licensee or any of its Agents or Invitees and to restore the License Area <br />or other City Property to its condition prior to Licensee’s introduction of such Hazardous Material <br />or to correct any violation of Environmental Laws. Licensee specifically acknowledges and <br />agrees that it has an immediate and independent obligation to defend the City and the other <br />Indemnified Parties from any Claim that actually or potentially falls within this Indemnity provision <br />even if the allegations supporting the Claim are or may be groundless, fraudulent, or false, which <br />obligation arises at the time such Claim is tendered to Licensee by the Indemnified Party and <br />continues until the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of <br />its Agents or Invitees causes the Release of any Hazardous Material on, about, in, or beneath <br />the License Area or other City Property, then in any such event Licensee shall, immediately, at <br />no expense to any Indemnified Party, take any and all necessary actions to return the License <br />Area or other City Property, as applicable, to the condition existing prior to the Licensee’s <br />Release of any such Hazardous Materials on the License Area or other City Property or <br />otherwise abate the Release in accordance with all Environmental Laws, except to the extent <br />such Release was caused by the gross negligence or willful misconduct of the City or its Agents. <br />Licensee shall afford the City a full opportunity to participate in any discussions with Regulatory <br />Agencies regarding any settlement agreement, cleanup or abatement agreement, consent <br />decree, or other compromise or proceeding involving Hazardous Material. <br />27 SPECIAL PROVISIONS <br />27.1 Early Termination by Either Party. <br />If Licensee does not obtain all Regulatory Approvals for any Pole License by the first <br />anniversary of its effective date, either party will have the right to terminate that Pole License on <br />60 days’ notice, which the terminating party must deliver to the other party within 10 business <br />days after the first anniversary of the effective date of the Pole License to be terminated. If a Pole <br />License is terminated under this provision, the Commencement Date will be deemed not to <br />occur, and Licensee will have no obligation to pay the License Fee. If Licensee obtains all <br />Regulatory Approvals within such sixty (60) day period, City’s termination notice shall be deemed <br />revoked, and the Pole License shall remain in full force and effect. <br />27.2 Licensee’s Termination Rights. <br />27.2.1 No-Fault Termination of Master License. This Subsection will apply after <br />the Commencement Date of any Pole Licenses. If Licensee fails to obtain or loses <br />Regulatory Approvals for the Permitted Use with respect to a majority of the City Poles <br />subject to Pole Licenses for reasons other than its failure to comply with the conditions of <br />this Master License or Regulatory Approvals and in spite of reasonable efforts by <br />Licensee to obtain or maintain its Regulatory Approvals, Licensee may terminate this <br />Master License at any time on 90 days’ prior notice to the City. <br />27.2.2 Pole License Termination. Absent the circumstances described in <br />Subsection 27.2.1 (No-Fault Termination of Master License), Licensee may terminate a <br />Pole License on 90 days’ notice at any time following the first anniversary of the <br />Commencement Date of the Pole License. Licensee may remove its Equipment from the <br />applicable License Area at any time after giving the required notice. Licensee shall not be <br />liable for any License Fee or other fees or charges applicable to the terminated Pole <br />License for any License Year after the date of such termination by Licensee. <br />27.2.3 Master License Termination. Licensee may terminate this Master License <br />at any time on one year’s notice. <br />27.2.4 Interference Caused by City Work. If any City work described in Section <br />9.1 (Repairs, Maintenance, and Alterations) prevents Licensee from using a City Pole or