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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL
<br />This document contains personal
<br />RIGHT OF WAY CONTRACT information, and pursuant to Civil Code
<br />section 1798.21, it shall be kept confidential
<br />in order to protect against unauthorized
<br />disclosure.
<br />2. (A) OCTA shall pay the undersigned Grantor the sum of Zero Dollars and Zero Cents
<br />($0.00) for the Property Interests conveyed by Document Nos. 103739-1, 103739-2 and
<br />103739-3 in accordance with the "Cooperative Agreement No. C-0-2201 between
<br />Orange County Transportation Authority and City of Santa Ana for State Route 55
<br />Improvement Project" in lieu for the project costs to acquire property rights in favor of
<br />Grantor, when title to said Property Interests vests in OCTA free and clear of all liens,
<br />deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or
<br />unrecorded).
<br />(B) OCTA will pay all usual escrow and recording fees incurred in this transaction, and if title
<br />insurance is desired by OCTA, the premium charged therefore. Due to OCTA's status as
<br />a public agency, no recording fees will be payable (pursuant to Government Code
<br />Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue &
<br />Taxation Code Section 11922). This transaction may be handled through an external
<br />escrow with Commonwealth Land Title Company or another selected escrow company
<br />to be determined.
<br />3. FULL AND COMPLETE SETTLEMENT. Grantor hereby acknowledges that it is the sole and
<br />lawful owner of the Property and the compensation paid to Grantor through this Agreement
<br />constitutes the full and complete settlement of any and all claims against OCTA and the State of
<br />California, Department of Transportation (hereinafter, individually and collectively, "Releasee")
<br />by reason of the Project and/or acquisition of the Property Interests, including, but not limited to,
<br />any and all rights or claims that Grantor had, currently has or may in the future have under
<br />Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or
<br />regulation, except as provided herein. Grantor, on behalf of itself and its successors and
<br />assigns, further knowingly and voluntarily waives and expressly releases and discharges
<br />Releasee and any and all of Releasee's employees, agents, officers, servants, representatives,
<br />contractors, attorneys, partner agencies and assigns, from liability in regard to any claims for the
<br />following: pre -condemnation damages, inverse condemnation, lost business goodwill, lost
<br />profits, lost rents, severance damages, mitigation damages, compensation for the construction
<br />and use of the Project in the manner proposed, damage to or loss of improvements pertaining to
<br />the realty, machinery, fixtures, inventory, equipment and/or personal property, interest, any right
<br />to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the
<br />Property, any right to challenge the adoption of a resolution of necessity, any right to receive
<br />any notices pursuant to Code of Civil Procedure section 1245.235, any right to enforce any
<br />obligation pursuant to the Eminent Domain Law, any other rights conferred upon Grantor
<br />pursuant to the Eminent Domain Law, and claims for litigation expenses, attorney's fees,
<br />statutory interest and/or costs. Grantor further consents to the dismissal of any Eminent Domain
<br />proceeding that is filed pertaining to the Property Interests and further waives all attorney's fees,
<br />costs, claims to money on deposit, disbursements and expenses in connection with the
<br />dismissal of said proceeding.
<br />4. The parties intend that this Agreement will result in a full, complete and final resolution and
<br />settlement of any and all claims, causes of action or disputes which exist, or may exist, between
<br />them as to the acquisition, possession and/or use of the Property Interests, except as expressly
<br />provided herein. It is therefore understood that the waiver, under this Agreement, of any rights,
<br />damages, compensation or benefits to which Grantor is, or may be, entitled is intended to be full
<br />and complete. Accordingly, except as provided herein:
<br />1477543.1
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