PACIFIC GAS AND ELECTRIC INSTALLATION, MAINTENANCE AND OPERATION OF GAS FACILITIES

discretion, it deems most important to serve the needs of its customers and delay in construction hereunder resulting from such allocation shall be deemed a cause beyond PGandE's control. 13. (a) In the event that City has not completed its obligations under this agreement within twelve (12) months following the date of this agreement, and PGandE is unable to proceed hereunder, PGandE shall have the right to terminate and/or supersede this agreement upon thirty (30) days' written notice to City and calculate any refundable or nonrefundable amounts that may be due based on that portion of the Gas Facilities then completed, utilizing the estimated costs developed by PGandE for this agreement. The superseding agreement, if any, shall be in the same form as this agreement, be executed by both parties hereto and shall provide that costs be allocated to the portion of the Gas Facilities then completed, if any, consistent with those costs estimated by PGandE for this agreement. (b) If this agreement is terminated as set forth above, City further agrees to reimburse PGandE for any engineering, surveying, right of way acquisition and other associated expenses incurred by PGandE. If such reimbursable expenses are greater or less than the excess of the refundable and/or nonrefundable payments, City shall pay to PGandE or PGandE shall refund, without interest to City, as the case may be. 14. City hereby grants to PGandE all necessary rights of way and easements to install, operate, maintain, replace and remove the Gas Facilities on property within District along the routes shown upon the attached plans and specifications and City agrees to execute such other grants, deeds or documents as PGandE may require to enable it to record such rights of way and easements. If any part of the Gas Facilities is to be installed on property -5-