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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.
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<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 integrated into and superseded by this Agreement.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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<br /> 25F-51
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