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<br />, ' <br /> <br />employees. Any insurance or self-insurance maintained by Grantor and City of <br />Redwood City for themselves, their officers, agents, volunteers and employees, <br />will be in excess of Grantee's insurance and not contributory with it. <br /> <br />3.7 Reduction in Coveraoe/Material Chanoes. Grantee will notify Grantor <br />thirty (30) days prior to any reduction in any of the insurance coverage required <br />pursuant to this Grant Agreement or any material changes to the respective <br />insurance policies. <br /> <br />4. Indemnification. Grantee will defend, indemnify and hold harmless <br />Grantor and the City of Redwood City and their officers, agents, employees and <br />volunteers from and against all claims, damages, losses and expenses including <br />attorney fees arising out of the activities funded by this Grant Agreement, caused in <br />whole or in part by the willful misconduct or any negligent act or omission of Grantee, <br />any 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 or City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense Grantor or City incurs or makes to or on behalf of an injured employee under <br />the Grantor's/City's self-administered workers' compensation is included as a loss, <br />expense or cost for the purposes of this section, and that this section will survive the <br />expiration or early termination of the Grant Agreement. <br /> <br />5. 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 />6. 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 />7. 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 />ATTY/AGR/2009.080 <br />103009 <br /> <br />4 <br />