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(4) Professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of $1,000,000 per claim. Contractor shall agree to keep such policy in force and effect for PROJECT duration. C. The insurance policies maintained by a consultant or contractor shall be primary insurance and no insurance held or owned by CITIES shall be called upon to cover any loss under the policy. A consultant or contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. D. Before a consultant or contractor performs any work or prepares or delivers any materials, it shall furnish certificates of required insurance and endorsements to CITIES, evidencing the aforementioned minimum insurance coverages on forms acceptable to ORANGE, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to CITIES. E. If a consultant or contractor maintains broader coverage and/or higher limits than the minimums described above, the CITIES shall require and shall be entitled to the broader coverage and/or higher limits maintained by the consultant or contractor. 8. GENERAL PROVISIONS A. Complete Agreement. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the agreement among CITIES and it supersedes all prior representations, understandings and communications among the parties. B. Renresentatives. CITIES each designate their City Manager or his/her designee to be the representative of CITIES for purposes of this Agreement. The City Manager may issue all consents, approvals, directives, and agreements called for by this Agreement, except as otherwise expressly provided in this Agreement. C. Waiver. The delay or failure of any city at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the city against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. D. Severability, If any tern, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.