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Page Four It is the parties' intent that they each should pay any attorney's fees and legal defense costs resulting from or arising out of this Agreement in the same proportion that each party's liability for the acts of its own officers, employees or agents bears to the parties' combined liability, if any, or pay such fees and costs equally when a claim against both parties is resolved and neither party is found liable, to the greatest extent the fees and costs are covered by the County's liability coverage or self-retention fund. The parties further intend that they be represented by the same attorney whenever reasonably possible and ethically permitted. CCSS and RRCAC shall each secure and keep in force during the term of this Agreement, from a company or pool authorized to provide the coverage in this County, general liability and errors and omissions coverage with minimum liability limits of $250,000 per person and at least $500,000 per occurrence covering its officers, employees, and agents for any and all claims of any nature which may in any manner result from or arise out of this Agreement. CCSS and RRCAC shall each furnish a certificate of insurance or memorandum of coverage and any endorsements required under this Agreement to the other party [ ] prior to commencement of this Agreement, and shall also provide at least thirty (30) days' notice before such coverage of endorsements are canceled or modified. XIX. SEVERABILITY: The parties agree that any term of provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid. XX. COLLATERAL CONTRACTS: Where there exists any inconsistency between this Agreement and other provisions of collateral contractual Agreements which are made a part of this Agreement by reference or otherwise, the provisions of this Agreement shall control. XXI. MERGER CLAUSE: This Agreement constitutes the entire Agreement between the parties. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification or change, ifmade, shall be effective only in the specific instance and for the specific purpose given. There are no understandings, Agreements, or representations, oral or written, not specified herein regarding this Agreement. CCSS and RRCAC, by the signature below of their respective authorized representatives, hereby acknowledge that they have read this Agreement, understand it and agree to be bound by its terms and conditions. XXII. WAIVER: A. The failure of the RRCAC to enforce any provisions of this contract shall not constitute a waiver by the RRCAC of that or any other provision. B. The failure of CCSS to enforce any provisions of this contract shall not constitute a waiver by the CCSS of that or any other provision. XXIII. INDEMNITY: CCSS and RRCAC shall comply with all federal, state, and local laws and ordinances applicable to the work done under this Agreement.