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relieved by Santa Ana inspection and/or approval of the Project. This section sets
<br />forth the entire agreement of Irvine with respect to guarantees and warranties of the
<br />Project, but this section shall in no way limit any expressed or implied warranties of
<br />other persons with respect to the Project.
<br />11. This Agreement contains all of the agreements of the Parties regarding the Project and
<br />all previous understandings, negotiations and agreements regarding the Project are
<br />integrated into and superseded by this Agreement.
<br />12. Irvine shall indemnify, defend and hold Santa Ana, its officers, agents and employees,
<br />harmless from any expense, liability or claim for death, injury, loss, damage or
<br />expense to persons or property which may arise or is claimed to have arisen during
<br />construction of the Project and prior to acceptance by Santa Ana, resulting from any
<br />negligent work or action performed by Irvine or on behalf of Irvine, save and except
<br />to the extent such death, injury, loss, damage or expense is determined by a court of
<br />competent jurisdiction to have been proximately caused in whole or in part by any
<br />negligence or willful misconduct of Santa Ana, its officers, agents or employees or by
<br />any act or omission for which Santa Ana, its officers, agents or employees are liable
<br />without fault..
<br />13. Santa Ana shall indemnify, defend and hold Irvine, its officers, agents, and employees,
<br />harmless from any expense, liability or claim for death, injury, loss, damage or
<br />expense to persons or property which may arise or is claimed to have arisen either (i)
<br />as a result of any act performed by Santa Ana, its officers, agents, or employees, with
<br />respect to the construction of the Project, or (ii) following Santa Ana acceptance of the
<br />Project, with respect to maintenance and operation of the Santa Ana improvements,
<br />save and except to the extent such death, injury, loss, damage or expense is determined
<br />by a court of competent jurisdiction to have been proximately caused in whole or in
<br />part by any negligence or willful misconduct of Irvine, its officers, agents, employees
<br />or contractors, or by any act or omission for which Irvine, its officers, agents,
<br />employees or contractors are liable without fault.
<br />14. Irvine shall cause its contractors for the construction of the Project to obtain insurance
<br />coverage sufficiently broad to insure the matters set forth in this Agreement and to
<br />include Santa Ana as an additional insured on all insurance policies that Irvine requires
<br />its contractors to provide. As evidence of such insurance coverage, Irvine shall, prior
<br />to commencement of construction of the Project, provide Santa Ana with certificates
<br />of insurance and insurance endorsements in forms that are acceptable to Santa Ana.
<br />15. This Agreement may be amended at any time by the mutual consent of the Parties by
<br />an instrument in writing signed by both Parties.
<br />16. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
<br />sections contained in this Agreement shall be declared invalid or unenforceable by a
<br />valid judgment or decree of a court of competent jurisdiction, such invalidity or
<br />unenforceability shall not affect any of the remaining phrases, sentences, clauses,
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