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due on existing policies in order to maintain the required coverages. Grantee is <br /> responsible for any payments made by Grantor to obtain or maintain insurance <br /> and Grantor may collect these payments from Grantee or deduct the amount <br /> paid from any sums due Grantee under this Grant Agreement. <br /> 4.5 Submission of Insurance Policies. Grantor reserves the right to require, at <br /> anytime, complete and certified copies of any or all required insurance policies <br /> and endorsements. <br /> 4.6 Primary Coverage. For any claims related to the Services and this Grant <br /> Agreement, Grantee's insurance coverage will be primary insurance with respect <br /> to Grantor and City of Redwood City, its officers, agents, volunteers and <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 /> 4.7 Reduction in Coverage /Material Changes. 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 /> 5. Indemnification. Grantee will defend, indemnify and hold harmless the <br /> City of Redwood City and its officers, agents, employees and volunteers from and <br /> against all claims, damages, losses and expenses including attorney fees arising out of <br /> the activities funded by this Grant Agreement, caused in whole or in part by the willful <br /> misconduct or any negligent act or omission of Grantee, any subcontractor, anyone <br /> directly or indirectly employed by any of them or anyone for whose acts any of them <br /> may be liable, except where caused by the active negligence, sole negligence, or willful <br /> misconduct of Grantor or City. <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 /> 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 /> ATTY /AGR/2010.120 <br /> 103010 <br /> 4 <br />