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8.Santa Ana shall cause its contractor for the Project to guarantee the Orange improvements <br />against defects in workmanship and materials for a period of one (I) year from the date of <br />acceptance by Santa Ana. It is further agreed that Santa Ana shall assume the responsibility for <br />causing the Orange improvements to be brought or restored to full compliance with the <br />requirements of the Plans and Specifications for any portion of the Project which during said one <br />(I)year period are found not to be in conformance with the provisions of the Plans and <br />Specifications. <br />9.This Agreement contains all of the agreements of the Parties regarding the Project and all <br />previous understandings, negotiations and agreements regarding the Project are integrated into <br />and superseded by this Agreement. <br />10.This Agreement may be amended at any time by the mutual consent of the Parties by an <br />instrument in writing signed by both Parties. <br />11.In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections <br />contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or <br />decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any <br />of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which <br />are hereby declared as severable and shall be interpreted to carry out the intent of the Parties <br />hereunder. <br />12.The persons executing this Agreement on behalf of the Parties hereto warrant that they are <br />duly authorized to execute this Agreement on behalf of said Parties and that by so executing this <br />Agreement the Parties hereto are formally bound to the provisions of this Agreement. <br />13.This Agreement shall be binding upon and shall endure to the benefit of the Parties hereto <br />and their respective heirs, personal representatives, successors, and assigns. <br />14.This Agreement may be executed by the Parties and counterparts, which counterparts shall <br />be construed together and have the same effect as if all of the Parties had executed the same <br />instrument. <br />15.This Agreement is to be governed by the laws of the State of California, in Orange County <br />California. <br />16.Each party agrees to defend, hold harmless, and indemnify the other as to any and all claims, <br />judgments, liabilities or damages for injuries and damages directly arising out of each party's own <br />performance under this Agreement, except to the extent such damage or expense is caused in <br />whole or in part by the other party's negligence or willful misconduct. <br />  <br />  <br />City Council 17 – 10 8/5/2025