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