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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL t Purchase and Sale Agreement This document contains personal rm infoa[iou, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 3. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all past, present, and/or future damages, which have accrued or may accrue to CITY's remaining property by reason of its severance from the property conveyed herein and/or the construction and use of the proposed Project, including, but not limited to, any expense which CITY may incur in restoring the utility of the remaining property. This release is not intended to extend to unanticipated physical damage caused by construction. 4. Any notice either party may or is required to give the other shall be in writing, and shall be either personally delivered or sent by registered or certified mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time the notice is delivered to the following addresses: To CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92701 Attn: Clerk of the Council To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Attn: Real Property Department It is understood and agreed by and between the parties hereto that this PSA inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and/or assignees. Neither this PSA, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior consent of the other Party. 6. CITY represents and warrants that, to the best of the CITY'S knowledge, during the period of CITY's ownership of the Property, there have been no disposals, releases or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property. CITY further represents and warrants that CITY has no knowledge of any disposal, release, or threatened release of hazardous substances or hazardous wastes on, from, or under the Property which may have occurred prior to CITY taking title to the Property, other than that described in the Environmental Report. If contamination is found, this offer will be subject to amendment. 7. The acquisition price of the Property interests being acquired in this transaction reflects the full and complete settlement of the Property interests without the presence of contamination. If the Property interests being acquired are found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, AUTHORITY may elect to recover the clean-up costs from those who caused or contributed to the contamination including, but not limited to, CITY. 8. This PSA constitutes the entire agreement between the parties hereto with respect to the subject matter of this PSA and may not be modified except by an instrument in writing signed by the party to be bound thereby. 9. If any term or provision of this PSA shall be held to be invalid or unenforceable, the remainder of the PSA shall remain in full force and effect. 10. Each individual executing this PSA on behalf of an entity represents and warrants that he or she has been authorized to do so by the entity on whose behalf he or she executes this PSA and that said entity will thereby be obligated to perform the terms of this PSA. 20A-11