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4. Indemnification. Grantee will defend, indemnify and hold harmless Grantor, the City of Redwood City, their officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the activities funded by this Grant Agreement, caused in whole or in part by the willful misconduct or any negligent act or omission of Grantee, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of Grantor. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense Grantor incurs or makes to or on behalf of an injured employee under the Grantor's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Grant Agreement. 5. Independent Contractor. Grantee will perform those activities further described in Exhibit "A," in Grantee's own way as an independent contractor and in pursuit of Grantee's independent calling, and not as an employee of Grantor. The persons used by Grantee to provide services under this Grant Agreement will not be considered employees of Grantor for any purposes. 6. General Compliance with Laws. Grantee will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Grantee, or in any way affect the performance of those activities further specified in Exhibit "A" Grantee will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance with all applicable laws, ordinances and regulations. 7. Discrimination and Harassment Prohibited. Grantee will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 8. Termination. This Grant Agreement may be terminated by Grantor upon the failure of Grantee to comply in any substantial or material respect with the terms or conditions of this Grant Agreement following the failure of Grantee, upon reasonable notice from Grantor, to cure such default. Should Grantor determine that the termination of this Grant Agreement is required, Grantor shall forward a written notice of such determination to Grantee at least thirty (30) days prior to the effective date of such termination. 9. Notices. Any and all notices permitted or required to be given hereunder shall be deemed duly given upon 1) actual delivery, if delivery is by hand; or 2) delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address Atty/Agr/Agr.188 052604/DBB/cls 4 ". .. T' " . -