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7.4 In the event that PG&E fails to remove any SmartMeter Equipment from the CITY Property in a timely manner, CITY may at PG&E's expense, remove and store such SmartMeter Equipment. 8. SECURITY DEPO5IT attaching any SmartMeter Equipment CITY with pre-paid security deposit obligations herein. 8.1. Security Deposit. deposit, such deposit shall be ~ ($- 00)l• UR PERFORMANCE BOND. Prior to to CITY Property, PG&E will provide the or performance bond guaranteeing is If PG&E elects to provide a security DOLLARS 8.1.1 The CITY will have the right to draw against the security deposit in the event that PG&E fails to fully perform any of its obligations under this Agreement and, does not, within twenty (20) business days after receiving written notice from the CITY detailing any such deficient performance, correct such deficiency. 8.1.2 The CITY will return the applicable portion of security deposit within twenty (20) business days of the safe and non-harmful removal of any and all SmartMeter Equipment. 8.2 Performance Bond. PG&E may elect to provide a performance bond to ensure compliance with the terms of this Agreement. 9. INDEMNITY. PG&E shall indemnify, defend, and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by PG&E, PG&E's employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for any such claims, damage or liabilities caused by CITY's active negligence or willful misconduct. 10. ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of the parties, which shall not be unreasonably withheld. 11. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their administrators, representatives, successors and assigns. 12. COMPLIANCE WITH ALL LAWS. PG&E shall, at PG&E's sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Page 4 of 9 SM Streetlight License Agmt Template x8_2008_04_15 (3)