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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL
<br />This document contains personal
<br />RIGHT OF WAY CONTRACT to
<br />information, and pursuant to Civil Code
<br />section 1798.2 1. it shall be kept confidential
<br />in order to protect against unauthorized
<br />disclosure.
<br />goodwill, lost profits, lost rents, severance damages, mitigation damages, compensation for the
<br />construction and use of the Project in the manner proposed, damage to or loss of improvements
<br />pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property,
<br />interest, any right to repurchase, leaseback, or receive any financial gain from, the sale of any
<br />portion of the Property, any right to challenge the adoption of a resolution of necessity, any right
<br />to receive any notices pursuant to Code of Civil Procedure section 1245.235, any right to
<br />enforce any obligation pursuant to the Eminent Domain Law, any other rights conferred upon
<br />Grantor pursuant to the Eminent Domain Law, and claims for litigation expenses, attorney's
<br />fees, statutory interest and/or costs.
<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, upon and subject to the Close of
<br />Escrow:
<br />(A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the
<br />provision of section 1542 of the Civil Code of the State of California which provides:
<br />"A general release does not extend to claims which the creditor does not know or
<br />suspect to exist in his or her favor at the time of executing the release, which if known by
<br />him or her must have materially affected his or her settlement with the debtor."
<br />(B) Grantor represents and warrants that he understands the effect of this waiver of section
<br />1542 and has had the opportunity to discuss the effect of this waiver with counsel of his
<br />choice.
<br />5. Any monies payable under this Agreement up to and including the total amount of unpaid
<br />principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other
<br />amounts due and payable in accordance with the terms and conditions of said deed(s) of trust
<br />or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies)
<br />entitled thereunder, said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and
<br />sufficient receipt showing said monies credited against the indebtedness secured by said
<br />mortgage(s) or deed(s) of trust.
<br />6. Grantor represents and warrants that he is the fee simple owner of the Property and that he has
<br />the right to convey the Property Interests. Grantor will defend and indemnify OCTA, its
<br />successors and/or assigns against any and all claims, demands, causes of action filed against
<br />OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the
<br />Property, or any portion thereof. Grantor represents and warrants that he will defend and
<br />indemnify OCTA, its successor and/or assigns in the amount of any due and unpaid real
<br />property taxes, assessments, liens and any penalties and delinquencies on the Property.
<br />Grantor represents and warrants that he has made no assignment of any interest in the
<br />Property.
<br />7. Grantor represents and warrants that there are no oral or written leases on all or any portion of
<br />the Property exceeding a period of one month and Grantor agrees to defend and indemnify and
<br />hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses
<br />
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