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REV: 3-17-2023 RL <br />4.1.5 Professional Liability Insurance. Grantee shall maintain coverage with <br />limits not less than $1,000,000 per occurrence. Professional Liability may be written as <br />claims-made coverage. <br />4.2 Notice of Cancellation. This insurance will be in force during the life of <br />the Agreement and any extensions of it and will not be canceled without Grantee providing <br />thirty (30) days prior written notice to City sent pursuant to the Notice provisions of this <br />Agreement. <br />4.3 Providing Certificates of Insurance and Endorsements. Prior to City's <br />execution of this Agreement, Grantee shall provide to City certificates of insurance and <br />above-referenced endorsements sufficient to satisfaction of City's Risk Manager. In no <br />event shall Grantee commence any work or provide any Services under this Agreement <br />until certificates of insurance and endorsements have been accepted by City's Risk <br />Manager. <br />4.4 Failure to Maintain Coverage. If Grantee fails to maintain any of these <br />insurance coverages, then Grantor will have the option to declare Grantee in breach, or <br />may purchase replacement insurance or pay the premiums that are due on existing <br />policies in order to maintain the required coverages. Grantee is responsible for any <br />payments made by Grantor to obtain or maintain insurance and Grantor may collect these <br />payments from Grantee or deduct the amount paid from any sums due Grantee under <br />this Grant Agreement. <br />4.5 Submission of Insurance Policies. City reserves the right to require, at <br />any time, complete and certified copies of any or all required insurance policies and <br />endorsements. <br />5. Indemnification. Grantee will defend, indemnify and hold harmless the City <br />of Redwood City and its officers, agents, employees and volunteers from and against all <br />claims, damages, losses and expenses including attorney fees arising out of the activities <br />funded by this Grant Agreement, caused in whole or in part by the willful misconduct or <br />any negligent act or omission of Grantee, any subcontractor, anyone directly or indirectly <br />employed by any of them or anyone for whose acts any of them may be liable, except <br />where caused by the sole negligence, or willful misconduct of City. <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 cost <br />for the purposes of this section, and that this section will survive the expiration or early <br />termination of the Grant Agreement. <br />6. General Compliance with Laws. Grantee will keep fully informed of federal, <br />state and local laws and ordinances and regulations which in any manner affect those <br />employed by Grantee, or in any way affect the performance of those activities further <br />specified in Exhibit “A.” Grantee will at all times observe and comply with these laws, <br />ordinances, and regulations and will be responsible for the compliance with all applicable <br />laws, ordinances and regulations. <br />ATTY/AGR.2023.058/Police Activities League (Annual PAL Grant) (Page 3 of 7)