ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (10)

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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT Fs '' r fiforri atI and pu snant: tc'Civi! Code section 1798.21, It shnll be kept confidential in order to protect against unauthorized disclosure. .10. OCTA shall not take actual/physical possession of the Property Interest until thirty (30) days advance notice by OCTA or OCTA's contractor is given to Grantor of OCTA's taking actuallphyslcal possession of the Property Interest. Prior to OCTA's actual/physical possession of the Property Interest, Grantor agrees to hold harmless, defend. and indemnify OCTA, its officers, directors, employees and agents against any and all claims, including property damage or Injuries resulting from the use of the areas within the Property Interest by Grantor and/or Grantor's guests, invitees, or any other person. OCTA shall not be deemed to have control of the areas within the Property Interest nor duty to maintain the areas within the Property Interest in a safe condition prior to the time OCTA or OCTA's contractor take actual/physical possession of the areas within the Property Interest, Grantor agrees to name OCTA as an additional insured under Its current Insurance policy. Grantor further agrees to notify OCTA in writing within thirty (30) days of any potential claim relating to the areas within the Property Interest prior to OCTA taking actual/physical possession of the areas within the Property Interest, 11. 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 Grantor'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 Grantor may incur in restoring the utility of the remaining property. This release Is not intended to extend to unanticipated physical damage caused by construction. 12. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the Property Interest by OCTA, including the right to remove and dispose of improvements within the Property Interest, shall commence on the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. The amount shown in Clause 2(A) herein Includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 13. 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 mall, service shall be deemed to have boon received by such party at the time the notice is delivered to the following addresses: To Grantor: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Kenny Nguyen To OCTA: 550 South Main Street Orange, CA 92863-1584 Attn: Joe Gallardo 14. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, Page 4 of 8 1584010.1