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11. Irvine and Santa Ana will mutually approve a consultant <br />schedule for the services specified in the Alton RFP. Irvine and Santa <br />Ana agree to cooperate in good faith to meet this agreed upon schedule. <br />12. Neither Santa Ana nor any officer or employee thereof shall <br />be responsible for any damage or liability occurring by reason of <br />anything done or omitted to be done by Irvine under or in connection <br />with any work, authority or jurisdiction not delegated to Santa Ana <br />under this Agreement. It is also understood and agreed that pursuant <br />to Government Code Section 895.4, Irvine shall fully indemnify, defend <br />and hold Santa Ana harmless from any liability imposed for injury (as <br />defined by Government Code 810.8) occurring by reason of anything done <br />or omitted to be done by Irvine under or in connection with any work, <br />authority or jurisdiction not delegated to Santa Ana under this <br />Agreement. <br />13. Neither Irvine nor any officer or employee thereof shall be <br />responsible for any damage or liability occurring by reason of anything <br />done or omitted to be done by Santa Ana or in connection with any work, <br />authority or jurisdiction delegated to Santa Ana under this Agreement. <br />It is also understood and agreed that, pursuant to Government Code <br />Section 895.4, Santa Ana shall fully indemnify, defend and hold Irvine <br />harmless from any liability imposed for injury (as defined by <br />Government Code Section 810.8) occurring by reason of anything done or <br />omitted to be done by Santa Ana under or in connection with any work, <br />authority or jurisdiction delegated to Santa Ana under this Agreement. <br />14. This Agreement may be modified only by an instrument in <br />writing signed by Irvine and Santa Ana after all required approvals <br />of their governing boards. <br />15. In the event that Irvine and Santa Ana should bring any <br />action, suit or other proceeding against the other concerning the <br />validity hereof, or attempt to rescind, negate, modify, or reform this <br />Agreement or any of the matters referred to herein, the prevailing <br />party in such litigation shall be entitled to reasonable attorney's <br />fees and costs incurred in each and every action, suit or other <br />proceeding including any and all appeals or petitions therefrom. <br />