PACIFIC GAS AND ELECTRIC - ACTUAL COST CONTRACT

(b) Salvage value of any materials removed and retained by PG&E the replacement cost of which is charged to County. 8. Within a reasonable time after completion of the work performed hereunder, PG&E shall refund to City without interest the excess amount, if any, by which City's advance payments of$65,000.00 exceeds PG&E's actual net cost of such work. In the event that PG&E's actual net cost exceeds City's advance payments, City shall pay to PG&E, within thirty (30) days after receipt of PG&E's invoice, the difference between said advance payments and said actual net cost. In either case, City shall have reasonable access to PG&E's accounts and records for the purpose of auditing said invoice. 9. The provisions hereof shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. 10. PG&E agrees to defend, indemnify, and hold harmless the City, its officers, employees and agents, from any and all acts, claims, omissions, liabilities and losses by whomever asserted arising out of acts or omissions of PG&E in the performance of the scope of work except those arising by reason of the sole negligence of the City, its officers, employee or agents. 11. City agrees to defend, indemnify and hold harmless, PG&E, its officers, employees and agents, from any and all acts, claims, liabilities and losses by whomever asserted arising out of acts or omission of the City in the performance of the scope of work except those arising by reason of the sole negligence of PG&E, its officers, employees and agents. 12. This contract shall terminate upon satisfactory completion of the work and responsibilities described herein by both parties. 3