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HomeMy WebLinkAbout07 OCTA EASEMENT DEED DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 Agenda Item 7 DS Reviewed: ?'n5W 1W AGENDA REPORT City Manager Finance Director N/A MEETING DATE: MAY 18, 2021 TO: MATTHEW S. WEST, CITY MANAGER FROM: ECONOMIC DEVELOPMENT DEPARTMENT SUBJECT: ORANGE COUNTY TRANSPORTATION AUTHORITY REQUEST TO ACQUIRE AN EASEMENT DEED FOR STATE ROUTE 55 PROJECT SUMMARY: Request for authorization to approve a Right-of-Way Contract and Easement Deed with the Orange County Transportation Authority ("OCTA") to acquire an easement from a portion of the Warner Avenue right-of-way located adjacent to the East side of the State Route 55 for an interstate widening project. RECOMMENDATION: It is recommended that the City Council: 1 . Approve the Right-of-Way Contract and Easement Deed from the Orange County Transportation Authority; and 2. Authorize the City Manager to execute transaction documents associated with the Right-of-Way contract and Easement Deed between the City and OCTA, subject to any non-substantive modifications as may be deemed necessary and/or recommended by the City Attorney. FISCAL IMPACT: OCTA has agreed to pay the City $2,500 for the property interest associated with a Soil Nail Easement and a $1 ,000 incentive payment for timely execution of the contract. CORRELATION TO THE STRATEGIC PLAN: This action correlates to the City's Strategic Plan for Economic and Neighborhood Development (Goal A): "Enhance mobility around the community, engaging partnerships with the OCTA and the region." DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 Agenda Report—OCTA offer May 18, 2021 Page 2 BACKGROUND AND DISCUSSION: The Orange County Transportation Authority ("OCTA"), in cooperation with the State of California, Department of Transportation ("Caltrans"), is proposing to widen State Route 55 between Interstate Route 405 and Interstate Route 5 (the "Project"). This public improvement Project is intended to increase freeway capacity, improve traffic and interchange operations and enhance road safety. OCTA has approached the City with a request and offer to purchase a Soil Nail Easement Interest in a portion of the Warner Avenue right-of-way located adjacent to the east side of the SR-55 Freeway in the City of Tustin. The property interest OCTA seeks to acquire is a 9,596 square foot ("sf') Soil Nail Easement Interest ("Property Interest") and is described in the Easement Deed's legal description and depicted in the picture below. • "IFS_' ► V r G*' o G,' Soil Nail Easement �. - OCTA's Property Interest purchase offer is for a total of $3,500 for a 9,596 sf portion of the Warner Avenue right-of-way. The purchase acquisition involves non-developable land in the the Warner Avenue right-of-way, and the appraised value is nominal at$2,500. In addition, OCTA offered the City a $1 ,000 incentive payment for timely execution of the contract, contingent upon the City's conditional acceptance within 60 days from the City receiving OCTA's offer on February 11 , 2021 . The City submitted a preliminary acceptance within 60 days conditioned on the recognition that final authority to accept the easement acquisition offer requires City Council approval. If the City Council approves acceptance, OCTA would open a 60-day escrow and pay all escrow and recording fees. DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 Agenda Report—OCTA offer May 18, 2021 Page 3 The Public Works Department has reviewed and approved the proposed Soil Nail Easement and the City Attorney has reviewed and approved the attached transaction documents. Staff recommends the City Council accept the offer and authorize the City Manager to execute all documents necessary to effect the transaction. DocuSigned by: DocuSigned by: ,�r�e�-�ooaaa ... Christopher Koster Jerry Craig Director of Economic Development Deputy Director of Business Services & Housing Attachments: 1 . Easement Deed 2. OCTA Right-of-Way Contract DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 RECORDING REQUESTED BY WHEN RECORDED RETURN TO: Clerk of the Board ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 FREE RECORDING: This instrument is for the benefit of the Orange County Transportation Authority and is entitled to be recorded without fee or tax. (Gov. Code, §§ 6103, 27383;and Rev. &Tax. Code, § 11922.) Written by: VTD Checked by:LL EA:OJ340 Space above this line for Recorder's Use R/W Map No.: E120133-22 APN: N/A EASEMENT DEED District County Route Postmile Number 12 ORA 55 8.5 103981 The City of Tustin, existing under and by virtue of the laws of the State of California, hereinafter called GRANTOR, hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity, hereinafter called OCTA, an easement for soil nail purposes, upon, over and across that real property, in the City of Tustin, County of Orange, State of California, described as follows: See Exhibit "A" attached. GRANTEE, its successors and assigns, and their respective agents and assigns, shall have the right to directionally drill and to install soil nails into the subsurface of said real property hereinabove described for the purposes above set forth, from lands other than said property, without, however, the right to use or drill through the surface of said property or drill in such manner as to endanger the safety of any improvements that are constructed on said property. GRANTOR, its successors and assigns, shall retain all surface rights of the above described easement area. Roadway improvements shall be limited to the upper 10.0 feet, measured from the existing roadway finished grade, for the entire length of the easement so as not to undermine the stability of the soil nails. 1 of 5 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 City of Tustin Dated: By: Matthew S. West City Manager 2of5 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ( ) On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 3of5 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Easement Deed dated , 20 , from to the Orange County Transportation Authority ("OCTA"), a public entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2018-050 adopted on May 14, 2018, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: By: James G. Beil Executive Director, Capital Programs 4of5 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 EXIT I BIT "A" LEGAL DESC RIP11ON Parc o 1 103 981- -SOIL NAIL EASEMENT That portim of Lal 97 in Block 9 of Irvtine`s Buhdivislon. Rancho Sandago de Santa Ana, in the City of Tustin_ County of Orange, State of California as shown on a map recordea in Book 1 , Page H of Miscellaneous Maps, m the office of the unty recorder of said omnt�- more particu lardy deserit�ed as fol imus. COMMENCING at the southeaslerly terminus of that Main course having a beaOng of North 67"35'58' West and a length of 372.82 feet on the southwesterly Ire of Warner Av-e-nue as shuoyn cm a rnap-of Tract 5771 recorded in Book 210, Pages 39 through 41 cf Miscellaneous Maps in the office of said County Recorde r, thence along said certain cou rse North 67"35'3r west, 114.92 feel to the POINT OF B E G I NM1NG: thence continuing along sad arta in cou rse North 67x35'37' West, 93 97 feet- them leaving Said -certain c*urse North 40°M'58" East_ 3.12 feet- thence South 4,9"21'02' Eastr 1.99 feet_ thence North ° 'M" East_ 6.01 feet- thence mouth 67'47'59' East, 3.51 feet: thence North 40�38'58" East, 13,83 feet thence North 87°24'1I' East, 11.92 fie#; thence North 4W358" East. '04.44 feet; titian North 20"15'19' East, 4.78 feet; thence South 49"21'0Z East, 76.92 feet; thence South -38'58' West. 111.74 feet to the POINT OF BEGINNING. The bearings shown herelin are based on the Calrfxr`ia Ccxxdinate System of 19a3, Zone A Fourth Anw rican Dmiu m of 1 (1991.35 epoch). The dislances shim herein are grid distances. Ground distances may b� obtained by dividing grid distances by the cx mbinstion factor of 0,9999?834. This real property description has been prepar-ed by me, cr under my direction, in corMferrnarnce with the Professional Land Surveyors' Acl. e Eipnature, -Dale- �1 X020 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. SR-55 IMPROVEMENT PROJECT Portion of the Warner Avenue right of way located N/A (portion of adjacent to the east side of the SR-55 Freeway Warner Avenue right Tustin, California 103981 of way) Property Address Parcel Nos. APN. 6071(129) Federal Project No. Escrow No. Title Order No. RIGHT-OF-WAY CONTRACT City of Tustin(hereinafter, "Grantor"), owns a portion of the Warner Avenue right of way located adjacent to the east side of the SR-55 Freeway Tustin, California, in the County of Orange, Assessor Parcel Number N/A (portion of Warner Avenue right of way) (the "Property"). A portion of the Property is needed for construction of the SR-55 Improvement Project, a public project designed to accommodate the widening of the SR-55, increase freeway capacity, improve traffic and interchange operations and enhance road safety (the "Project'). Document No. 103981 in the form of an Easement Deed (Exhibit 1") to the Orange County Transportation Authority ("OCTA"), covering the property interest as described in Exhibit "A" and attached to Exhibit "1" (the "Property Interest") has been executed and delivered to Jesse Ortiz, Senior Right-of-Way Agent for Epic Land Solutions, Inc., agent for OCTA. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: 1. (A) The parties have herein set forth the whole of their agreement ("Agreement"). The performance of this Agreement constitutes the entire consideration and shall relieve OCTA of all further obligations or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) OCTA requires said Property Interest described in Document No. 103981 for the Project, a public use for which OCTA has the authority to exercise the power of eminent domain. Grantor is compelled to sell, and OCTA is compelled to acquire the Property Interest. (C) Both Grantor and OCTA recognize the expense, time, effort, and risk to both parties in determining the compensation for the Property Interest by eminent domain litigation. The compensation set forth herein for the Property Interest is in compromise and settlement, in lieu of such litigation. (D) It is agreed that OCTA shall open an escrow in accordance with this Agreement at an escrow company of OCTA's choice ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of OCTA and Grantor, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to perform all acts reasonably necessary to close this escrow within sixty (60) days following the opening of escrow. 2. (A) OCTA shall pay the undersigned Grantor the sum of Three Thousand Five Hundred Dollars ($3,500.00) for the Property Interest conveyed by Document No. 103981 when Page 1 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. title to said Property Interest vests in OCTA free and clear of all liens, deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or unrecorded), and taxes. (B) It is agreed by and between the parties hereto that the amount in Clause 2(A) above includes the sum of One Thousand Dollars ($1,000.00) as an incentive to the Grantor for the timely signing of this Agreement. (C) OCTA will pay all usual escrow and recording fees incurred in this transaction, and if title insurance is desired by OCTA, the premium charged therefore. Due to OCTA's status as a public agency, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). This transaction may be handled through an external escrow with Golden State Escrow or another selected escrow company to be determined. (D) OCTA shall have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessary to satisfy any bond demands and delinquent taxes due in any year except the year in which this escrow closes, together with penalties and interest thereon, and/or delinquent and unpaid non-delinquent assessments which have become a lien at the close of escrow. (E) There shall be no proration of real property taxes through escrow. Escrow Agent is authorized and instructed to comply with the following tax adjustment procedures. (i) Pay and charge Grantor for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property. (ii) If escrow closes between July 1 and November 1, and the current tax information is not available, Escrow Agent is instructed to withhold from Grantor's proceeds an amount equal to one hundred twenty percent (120%) of the amount payable on the prior fiscal year's second half tax bill. At such time as current tax information is available, Escrow Agent shall pay the first installment of real property taxes and assessments to the County Tax Collector and in the event the amount withheld is not sufficient, Grantor agrees to immediately pay the difference to Escrow Agent. (iii) If close of escrow occurs at a time when current tax information is available, Escrow Agent shall withhold from Grantor's proceeds and pay to the County Tax Collector the full amount of the current installment of real property taxes and assessments. 3. FULL AND COMPLETE SETTLEMENT. Grantor hereby acknowledges that it is the sole and lawful owner of the Property and the compensation paid to Grantor through this Agreement constitutes the full and complete settlement of any and all claims against OCTA and the State of California, Department of Transportation (hereinafter, individually and collectively, "Releasee") by reason of the Project and/or acquisition of the Property Interest, including, but not limited to, any and all rights or claims that Grantor had, currently has or may in the future have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or Page 2 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. regulation, except as provided herein. Grantor, on behalf of itself and its successors and assigns, further knowingly and voluntarily waives and expressly releases and discharges Releasee and any and all of Releasee's employees, agents, officers, servants, representatives, contractors, attorneys, partner agencies and assigns, from liability in regard to any claims for the following: pre-condemnation damages, inverse condemnation, lost business goodwill, lost profits, lost rents, severance damages, mitigation damages, compensation for the construction and use of the Project in the manner proposed, damage to or loss of improvements pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property, interest, any right to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the Property, any right to challenge the adoption of a resolution of necessity, any right to receive any notices pursuant to Code of Civil Procedure section 1245.235, any right to enforce any obligation pursuant to the Eminent Domain Law, any other rights conferred upon Grantor pursuant to the Eminent Domain Law, and claims for litigation expenses, attorney's fees, statutory interest and/or costs. Grantor further consents to the dismissal of any Eminent Domain proceeding that is filed pertaining to the Property Interest and further waives all attorney's fees, costs, claims to money on deposit, disbursements and expenses in connection with the dismissal of said proceeding. 4. The parties intend that this Agreement will result in a full, complete and final resolution and settlement of any and all claims, causes of action or disputes which exist, or may exist, between them as to the acquisition, possession and/or use of the Property Interest, except as expressly provided herein. It is therefore understood that the waiver, under this Agreement, of any rights, damages, compensation or benefits to which Grantor is, or may be, entitled is intended to be full and complete. Accordingly, except as provided herein: (A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the provision of section 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." (B) Grantor represents and warrants that it understands the effect of this waiver of section 1542 and has had the opportunity to discuss the effect of this waiver with counsel of its choice. 5. Any monies payable under this Agreement up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said deed(s) of trust or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgage(s) or deed(s) of trust. 6. Grantor represents and warrants that it is the fee simple owner of the Property and that it has the right to convey the Property Interest. Grantor will defend and indemnify OCTA, its successors and/or assigns against any and all claims, demands, causes of action filed against OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the Property, or any portion thereof. Grantor represents and warrants that it will defend and Page 3 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. indemnify OCTA, its successors and/or assigns in the amount of any due and unpaid real property taxes, assessments, liens and any penalties and delinquencies on the Property. Grantor represents and warrants that it has made no assignment of any interest in the Property. 7. Grantor acknowledges that there are no tenants on the Property. Grantor agrees to defend and indemnify and hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Grantor for a period exceeding one month. Grantor acknowledges that a general release or quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said general releases or quitclaim deeds are to be provided to Golden State Escrow, other selected escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this paragraph shall apply to current leases on Grantor's Property as well as future leases, if any, that are entered into after the execution of this Agreement. 8. It is understood and agreed by and between the parties hereto that included in the amount payable under Clause 2(A) above is payment in full to compensate Grantor for the purchase of the following improvements: None. None of the purchased improvements listed above will be replaced by OCTA. Grantor agrees that it is not entitled to compensation for any other improvements located within the areas of the Property Interest being purchased pursuant to this Agreement. 9. It is understood and agreed by and between the parties hereto that the following improvements within the areas of the Property Interest will be protected in place: None. It is further understood and agreed to by and between the parties hereto that the following improvements within the areas of the Property Interest will be relocated: None. 10. OCTA shall not take actual/physical possession of the Property Interest until thirty (30) day advance notice by OCTA or OCTA's contractor is given to Grantor of OCTA's taking actual/physical 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. Page 4 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. 12. It is agreed between the parties hereto that OCTA is not assuming responsibility for payment or subsequent cancellation of unpaid assessments on the Property acquired under this transaction. Said assessments include but are not limited to It is agreed between the parties hereto that OCTA is not assuming responsibility for payment or subsequent cancellation of unpaid assessments on the Property acquired under this transaction. Said assessments include but are not limited to Schedule B, Section B, Items #A, of order number 92013610 of the Preliminary Title Report prepared by Commonwealth Land Title Company. Grantor acknowledges it has received and reviewed the Preliminary Title Report . The assessments remain the obligation of Grantor. Payment for the Property Interest acquired under this transaction is made upon the basis that the Grantor retains its obligation to the levying body respecting said assessments. 13. 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. 14. 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 Grantor: City of Tustin Attn: Jerry Craig Deputy Director Business Services & Housing Economic Development Department 300 Centennial Way Tustin, CA 92780 To OCTA: 550 South Main Street Orange, CA 92863-1584 Attn: Joe Gallardo 15. 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, subsequent purchasers, successors, and/or assignees. OCTA may freely assign any or all of its interests or rights under this Agreement. 16. Grantor represents and warrants that during the period of Grantor'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. Grantor further represents and warrants that Grantor 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 Grantor taking title to the Property. The acquisition price of the Property Interest being acquired in this transaction reflects the full and complete settlement of the Property Interest without the presence of contamination. If the Page 5 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. Property Interest being acquired is found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, OCTA may elect to recover its clean-up costs from those who caused or contributed to the contamination including, but not limited to, Grantor. 17. It is understood and agreed that the fully executed Easement Deed may be recorded in the Recorder's Office for the County of Orange. 18. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and may not be modified except by an instrument in writing signed by the party to be bound thereby. 19. If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. 20. Each individual executing this Agreement 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 Agreement and that said entity will thereby be obligated to perform the terms of this Agreement. 21. This Agreement may be executed in counterparts, including by facsimile and/or electronic mail, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 22. This Agreement may be subject to approval by OCTA's governing Board of Directors REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS Page 6 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. In Witness Whereof, the parties have executed this Agreement on the day and year set forth below. GRANTOR: CITY OF TUSTIN By: Matthew S. West DATE City Manager By: DATE Its: ORANGE COUNTY TRANSPORTATION AUTHORITY By: James G. Beil DATE Executive Director, Capital Programs APPROVED AS TO FORM: By: Ricky E. Rayl DATE Special Counsel for Orange County Transportation Authority Page 7 of 7 DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 CONFIDENTIAL vxAlNvr,wu1N 1 r ixAlN3rUM1A11U1N Au in0RITY This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.2 1,it shall be kept confidential in order to protect against unauthorized disclosure. Exhibit "1" Easement Deed (Document No. 103981)