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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 /> 3.7 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 /> 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 /> 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 /> 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 /> 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 /> 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 /> ATrY /AGR/2011.03 <br /> 011911 <br /> 4 <br />