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<br />4. Indemnification. Grantee will defend, indemnify and hold harmless <br />Grantor, the City of Redwood City, their officers, agents, employees and volunteers <br />from and against all claims, damages, losses and expenses including attorney fees <br />arising out of the activities funded by this Grant Agreement, caused in whole or in part <br />by the willful misconduct or any negligent act or omission of Grantee, any <br />subcontractor, anyone directly or indirectly employed by any of them or anyone for <br />whose acts any of them may be liable, except where caused by the active negligence, <br />sole negligence, or willful misconduct of Grantor. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense Grantor incurs or makes to or on behalf of an injured employee under the <br />Grantor's self-administered workers' compensation is included as a loss, expense or <br />cost for the purposes of this section, and that this section will survive the expiration or <br />early termination of the Grant Agreement. <br /> <br />5. Independent Contractor. Grantee will perform those activities further <br />described in Exhibit "A," in Grantee's own way as an independent contractor and in <br />pursuit of Grantee's independent calling, and not as an employee of Grantor. The <br />persons used by Grantee to provide services under this Grant Agreement will not be <br />considered employees of Grantor for any purposes. <br /> <br />6. General Compliance with Laws. Grantee will keep fully informed of <br />federal, state and local laws and ordinances and regulations which in any manner affect <br />those employed by Grantee, or in any way affect the performance of those activities <br />further specified in Exhibit "A." Grantee will at all times observe and comply with these <br />laws, ordinances, and regulations and will be responsible for the compliance with all <br />applicable laws, ordinances and regulations. <br /> <br />7. Discrimination and Harassment Prohibited. Grantee will comply with all <br />applicable local, state and federal laws and regulations prohibiting discrimination and <br />harassment. <br /> <br />8. Termination. This Grant Agreement may be terminated by Grantor upon <br />the failure of Grantee to comply in any substantial or material respect with the terms or <br />conditions of this Grant Agreement following the failure of Grantee, upon reasonable <br />notice from Grantor, to cure such default. Should Grantor determine that the <br />termination of this Grant Agreement is required, Grantor shall forward a written notice of <br />such determination to Grantee at least thirty (30) days prior to the effective date of such <br />termination. <br /> <br />9. Notices. Any and all notices permitted or required to be given hereunder <br />shall be deemed duly given upon 1) actual delivery, if delivery is by hand; or 2) delivery <br />into the United States mail if delivery is by postage paid registered or certified (return <br />receipt requested) mail. Each such notice shall be sent to the parties at the address <br /> <br />ATTY/AGR/2007.014 <br />052307 <br /> <br />4 <br />