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HomeMy WebLinkAbout12 APPROVE HOMEOWNER AGREEMENTS~' A enda Item 12 _ ~ AGENDA REPORT Reviewed: City Manager Finance Director MEETING DATE: JUNE 21, 2011 TO: WILLIAM A. HUSTON, INTERIM CITY MANAGER FROM: REDEVELOPMENT AGENCY AND PUBLIC WORKS DEPARTMENT SUBJECT: APPROVE HOMEOWNER AGREEMENTS AND MEMORANDA FOR CERTAIN PROPERTIES IN CONJUNCTION WITH THE TUSTIN RANCH ROAD EXTENSION PROJECT BETWEEN WALNUT AVENUE AND VALENCIA AVENUE (CIP No. 70100) SUMMARY Staff is recommending that the City Council and the Tustin Community Redevelopment Agency approve certain agreements associated with the required applicable noise mitigation measures as identified in the Final Supplement #1 to the Final EIS/EIR for the Tustin Ranch Road Extension Project CIP No. 70100 & 70206 on or adjacent to the property located at 2361 Sable Tree Circle (Receptor 6), 2362 Sable Tree Circle (Receptor 7), 2361 Caper Tree Drive (Receptor 10), 2372 Caper Tree Drive (Receptor 12), 2371 Silk Tree Drive (Receptor 13), 2382 Coco Palm Drive (Receptor 18), and 2381 Apple Tree Drive (Receptor 19). RECOMMENDATION It is recommended that the City Council and Tustin Community Redevelopment Agency: Approve the attached documents for 2361 Sable Tree Circle (Receptor 6), 2362 Sable Tree Circle (Receptor 7), 2361 Caper Tree Drive (Receptor 10), 2372 Caper Tree Drive (Receptor 12), 2371 Silk Tree Drive (Receptor 13), 2382 Coco Palm Drive (Receptor 18), and 2381 Apple Tree Drive (Receptor 19) including the Project Implementation Agreement and Memorandum of Project Implementation Agreement for each and authorize the Mayor, the City Manager/Executive Director or the Assistant City Manager/Assistant Executive Director to execute the agreement on behalf of the City and Agency, in a form substantially consistent with the attached and subject to approval by the City Attorney; and 2. Appropriate $63,355 from unappropriated funds from the CFD 06-01 Fund (435) to the Tustin Ranch Road Extension Project Capital Improvement Program Fund between Walnut Avenue and Valencia Avenue (CIP No. 70100). FISCAL IMPACT Approval of these agreements and memoranda will provide for implementation of applicable noise mitigation measures as required in the approved environmental documents and help reduce construction impacts to the homeowners during the duration of construction. The net project cost is $63,355. Tustin Ranch Road Extension Project, CIP No. 70100 Receptors 6, 7, 10, 12, 13, 18 & 19 Homeowner Agreements and Memoranda June 21, 2011 Page 2 DISCUSSION AND BACKGROUND The phase 1 construction of the Tustin Ranch Road Extension Project is soon to begin. Plans for this phase of construction have been completed, a construction management firm has been chosen, and construction bids are being solicited. Final Supplement No. 1 to the Final EIS/EIR was approved by the City Council on December 6, 2004. Resolution No. 04-77 provides for findings of fact, a statement of overriding considerations, and a mitigation and monitoring program for this roadway extension. The mitigation measures adopted to mitigate noise impacts from the roadway extension affect 2361 Sable Tree Circle (Receptor 6), 2362 Sable Tree Circle (Receptor 7), 2361 Caper Tree Drive (Receptor 10), 2372 Caper Tree Drive (Receptor 12), 2371 Silk Tree Drive (Receptor 13), 2382 Coco Palm Drive (Receptor 18), and 2381 Apple Tree Drive (Receptor 19) and these agreements and memoranda provide satisfaction of all City obligations related to these mitigation measures. • P Christine A. Shingleton o gl s S. Stack, P.E. Assistant City Manager ~r ct of Public Works/City Engineer Attachment(s): Project Implementation Agreement (Receptor 6) Memorandum of Project Implementation Agreement (Receptor 6) Project Implementation Agreement (Receptor 7) Memorandum of Project Implementation Agreement (Receptor 7) Project Implementation Agreement (Receptor 10) Memorandum of Project Implementation Agreement (Receptor 10) Project Implementation Agreement (Receptor 12) Memorandum of Project Implementation Agreement (Receptor 12) Project Implementation Agreement (Receptor 13) Memorandum of Project Implementation Agreement (Receptor 13) Project Implementation Agreement (Receptor 18) Memorandum of Project Implementation Agreement (Receptor 18) Project Implementation Agreement (Receptor 19) Memorandum of Project Implementation Agreement (Receptor 19) S:\City Council Items\2011 Council ItemsWpproval of Homeowner Agreements and Memoranda for Receptors 6, 7, 10, 12, 13, 18 & 19 for TRR Extension Project CIP 70100.docx PROJECT L~IPLEVIENTATION AGREEMENT (Noise Reduction hnprovements=Tustin Ranch Road Extension) "this Project Implementation Agreement (this "Agreement'') is made and entered into as of the day of _ , 201 1, by and beriveen the CITY OF 'I'US'I'IN, a municipal corporation of the State of California ("City"), and the TUSTIN COMMUN[TY REDEVELOPMENT AGENCY, a California redevelopment agency ('`Agency''), nn the one hand (City and Agency are collectively referred to herein as "City'), and MICIfAEL D. O'NEIL and LINDA A. O'NEIL on the other hand (collectively referred to herein as "Owner"). A. Owner owns real property located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and made a part hereof. B. City proposes to construct an extension of Tustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"). C. City must implement applicable noise impact mitigation measures for the Project (the '`Applicable Mitigation ;Measures") as set forth in the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin; Final Supplement # 1 to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin for Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loop Road (I~irial Supplement); and Addendum to the Final ElS/EIR for the Disposal and Reuse of MCAS Tustin for Lone Change (Specific Plan Amendment OS-002) (collectively, the "EIR"). D. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specitic improvements designed to abate noise for specified residential and institutional properties located adjacent to the Project area (the "Property-specitic Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the "Noise Reduction Improvements.") E. The technical studies in the EIR analyzed the Noise Reduction Improvements and found that they are sufficient to mitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F. City is willing to provide Owner with a sum of money (the '`Mitigation Payment") sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Reduction Improvements applicable to the Property; (ii) a license to enter the Property to document the Property's existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property; and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to implementation of the Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). G. Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfaction of (i) Owner's right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. 7 i 79>9 I NOW, 'f1IEREFOIZE, in consideration of the mutual premises, covenants and conditions contained herein, and ether good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, City and Owner agree as follows: 1. Noise Reduction Improvements. City and Owner acknowledge and confirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction Intprvvements set forth on Exhibit B attached hereto and made a part hereof. Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable tititigation Measures or otherwise to provide advance fiords for potential Ancillary Costs. 2 Mit»~ation Payment. City hereby agrees to pay Owner a Mitigation Payment in the amount of Nine Thousand Three Hundred Seventy Five Dollars and 00/l0U Cents ($9,375.00), as consideration for, and/or in full satisfaction of all costs and expenses for (i) Owner's cooperation in installing the Sound Wall adjacent to or abutting the Property as shown in Exhibit B; (ii) Owner's grant to City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on Exhibit B; and (iv) future Ancillary Costs incurred or suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further specifically confirms that such Mitigation Payment is sufficient to fund and provide the complete implementation of the Noise Reduction Improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred yr suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Svund Wall shall be funded independently by City in addition to City's payment to Owner ol~the Mitigation Payment. 3. Implementation of Property-Specific Improvements by Owner. Owner hereby contirn~s that City's payment and Owners acceptance of the Mitigation Payment fulfills City's obligation, ii'any, to cause installation of the Property-Specific hnprovements under the Applicable Mitigation Measures. Owner and City agree and acknowledge that following delivery of the Mitigation Payment, City shall have no further obligation to cause the installation of any Property-Specific Improvements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. ~ecifications and Estimates for Property-Specific Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications tor, and an estimate of the cost to install, the Property-Specific Improvements that arc listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Ac.knowled 7ement and Certification of Satisfaction of Applicable Mitigation Measures. Owner and City hereby confirm and acknowledge that City's mstallatron of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable Mitigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Mitigation Measures, Owner is not entitled to further Noise Reduction Improvements related to the Project, and City shall not be responsible to Owner yr its tenants for additional Ancillary Costs. 2 75799.1 6. Acknowledgements and Release. Owner acknowledges and confirms that following City's payment to Owner of the Mitigation Payment, City has no control over Gwner's timing of and ultimate installation of the Property-Specific (mprovements, if any, and City has no ability to ensure that Owner will use the Mitigation Payment for implementation of the Property-Specific Irnprovements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction [mprovements pursuant to the EIR and/or fur any Future Ancillary Costs incurred or suffered by Owner ur its tenants as a result of implementation of the Project and the Noise Reduction Improvements. Accordingly, Owner hereby agrees as follows: Except with respect to City's obligations under this Agreement and its obligation to construct the Sound Nall, Owner, fur itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from any and all present and future claims, damages, liabilities and causes of action, including, without limitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which are related to, arise out ot; result from, or arc connected with (i) the installation of the Noise Reduction Irnprovements, including, but not limited to, the failure of 'he Noise Reduction Improvements to meet the standards set forth by the Applicable ylitigation Measures, failure of Owner to install the applicable Property-Specific [mprovements, and any damages to persons, the Property or personal property located upon the Property resulting from installation of the Noise Reduction [mprovements by a contractor retained by Owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use ur enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to the implementation of the Project or the Noise Reduction [mprovements. Notwithstanding the foregoing, nothing herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or attributable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, or agents. b. 'T'here is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer loss, damages or injuries that are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is executed. Each person or entity executing this Agreement hereby assumes this risk and understands that to the extent of the releases set forth above, "CRIB AGREEMEN"t SIIALL APPLY 'I'O ALL UNKNOWN OR UNANTICIPATI?D RESliLTS OF, OR RELATED "hO, THE MATTERS RELEASED ABOVE, AS WEL1. AS I"IIOSE KNOWN AND ANTICIPA"fED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1532 of the California Civil Code which provides: ,1 general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing [he release, which if known by him or her must have materially atTected his or her settlement with the debtor. 7579>9.1 Owner understands and acknowledges the signiticance and consequence of this specific waiver of section 1542. Having the opportunity to consul[ with legal counsel, Owner expressly waives and relinquishes any and all rights and benetits which she, he or it may have under section 1542 of the Civil Code to the full extent that such rights and benetits may be lawfully waived pertaining to the subject matter of this Agreement. 7. Documentation of Property Condition. [n consideration of the payment of the Mitigation Payment, which includes an amount for Owner's grant to City of a license to enter the Property, Owner's installation of Project-specitic Improvements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to be present ar,d accompany City's employees, representatives or a,ents at all times they are present on the Property for such purposes. City agrees to hold harmless and indemnity Owner from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal L:xpress or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the Couuty of Orange, Sate of California, duly certified or registered, postage prepaid, and addressed as set forth below: To City: City of"fustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Ken Nishikawa , Woodruff, Spradlin & Smart With a Copy To: 55~ Anton (3oulevard Costa Mesa, CA 92870 Attn: Douglas C. Holland To Owner: Michael D. O'Neil and Linda A. O'Neil 2361 Sable Tree Circle Tustin, CA 92780-7125 9. Successors and Assiens. "this Agreement shall be binding upon and inure to the benetit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. l0. Entire Agreement. No representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. This Agreement may only be moditied or amended by an agreement in writing duly executed and delivered by each of the parties hereto. 11. Severability. [f any provision of this instrument, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to be im~alid, as the case may be, shall not be affected thereby. ~;~o;<~ i 12. Memorandum of Agreement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the Corm attached hereto as Exhibit C. Such memorandum of agreement shall he recorded against the property in the Official Records of Orange County following execution of thereof. 13. Governin~w. This Agreement shall he guverned in accordance with the laws of the State of California. 14. Counterparts. "Phis Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. 1N WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OWNF,R CITY ~~ ~ ~ i ~~ CITY OF TUSTIN, a municipal corporation of the ;~ [3y: ~'~' Vii?; / ~~,! State of California titichael [~ O'Nci ' ~ ay: r~ ~~~/ C v Linda A. O'Neil By: Name: Title: :AGENCY I-USTIN COViMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTL•;ST: By: Pamela Stoker City Clerk ~ ~, y ~t_ ~ Dougl s C. Holland City .~ttorncy .APPROVED AS : r, I:ORM: (~ ` ;, I3 ~~ a '~ ly(i 7>7959 1 EXHIBIT A Description of Property i~ddress: 2361 Sable Tree Circle Tustin, California 92780 Legal Description: Lot 60 of Tract 7813 in the City of"Tustin, County of Orange, State of California, as shown un a map tiled in Book 3.34, Pages 42 through 47 inclusive of Miscellaneous 'taps, records of Orange County, California. APN:432--162-07 717959 I EYIIIBIT B Voise Reduction Improvements 1. Property-Specific Improvements applicable to the Property: Pursuant to Mitigation Measure NR--1, replacement of two (2) windows having a direct view of the proposed Tustin Ranch Road Extension located in second door bedrooms with acoustic-rated window assemblies having a Sound Transmission Class (STC) rating of at least 35 STC, as further described in the January 26, 2011 assessment report prepared by Vista Environmental attached hereto. 2. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-of-Way on City property adjacent to the Property as generally depicted on the drawing attached to the January 26, 2011 assessment report prepared by Vista Environmental attached hereto. 717959.1 VISTA ~+ ~iVIRONI~IENTAL January 26, 2011 Kcn Nishikawa Tustin Legacy Development Services Manager City of Tustin 300 Centennial Way ~1'ustin, CA 92780 SUBJECT: TUSTIN RANCH ROAD NOISE iv1ITIGATION FOR RECEPTOR 6 - 2361 SABLE TREE CIRCLE. Dear Mr. Nishikawa: "this letter details the required improvements to the residence at 2361 Sable Tree Circle (Receptor 6) in order to comply with the onsite mitigation described in the Supplement to the Final EIS/EIR fir the Disposal and Reu.re of the :Lfarine Corps Air Stcrtiurr T~estin, C'crlifi~rnia E.rtension of Tustin Ranch Road Behveen Walnut Avenue crud the Future Alignment of • Valencia North hoop Road, prepared by Michael Brandman Associates, May 27, 2004. Mitigation Measure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Receptor 6. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or glass doors that have a direct view of the proposed Tustin Ranch Road extension shall be replaced with acoustic-rated window/door assemblies that have a Sound Transmission Class (STC) rating of at least 35 S'I'C. Non-sensitive areas (e.g., bathrooms) do not require the implementation of any improvements. In order to determine the extent of improvements required for Receptor 6, representatives from Vista Environmental, Kenco Builders (~62) 547-1993, and Gomez Heating and Air Conditioning inc. (877) 804-2891, met with Michael O'Neil and performed a site inspection of 2361 Sable free Circle on January 6, 2011 at 4:00 p.m. The site inspection consisted of testing the existing forced air unit for compliance and inspecting and measuring the upstairs windows for type and size. The inspection found that the existing forced air unit meets the requirements of NR-3. The inspection also found that there are two windows located in the second floor bedrooms that do not meet the 35 STC rating requirements of NK-4. A summary of [he inspection findings are shown on the attached Figure. The following table provides the calculated costs to replace the two windows. The bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are aluminum, single pane, nail-on windows. 1021 D[DRIKSON WAY i.AGL'NA BEACH CALIFQRYIA 92651 ?HCNE 949 510 5355 SACS?MILE 949 715 3629 EL%CTROtiIC GREG~a VISTALB.CC~i Page 1 of 2 item 1Nindow Size Cost Description Window-1 10'0"x3'6" $1,029.31 Vinyl, Nail-On Frame, STC 35 Window-2 6'0"x3'6" $605.06 Vinyl, Naii-On Frame, :iTC 35 Labor $700.00 Remove/replace affected windows Paint $950.00 Paint affected areas Patch Stucco paint to match existing as Stucco $1,100.00 close as possible - 800 Sq Ft Hardware $150.00 Miscellaneous Hardware Supervision $400.00 Profit/ Overhead 5986.87 Permit Fees $450.00 Permit required for nail-on style windows Total Cost 36,311.24 The total calculated cost to replace the windows is 56,371.24. Additional details of the windows to be ordered are attached. Please call me at (949) 510-5355 if you would like me to proceed with making the above improvements or have any questions related to the above. Sincerely, ~~~ ~ a~~~ Greg Tonkovich Senior Analyst Vista Environmental VISTA ENVIRON,I~[ENTAL 1021 DIDxIICSON WAY AGUNA BEACH CALIFCRN[A 92651 ?HONE 949 510 5355 r"ACSLM[LE 949 7I5 3629 ELcCI'RCN?C GREG~a. ViSTALi3.COM PAGE 2 of 2 iVlitigation: Provide forced air-ventilation on entire home if not existing. Provide 35 STC-rated windows/doors on 2nd floor. '~~ I EX/ST LOT i L/NE 2361 SA ~ E TREE CIRCLE ~~ (~ ~~25 26 i ~ _ -_ m ~ ~~. ,Q ~~ '~G PROPOSED 10' SOUND WALL Forced Air Unit -Carrier Model No. 58CVX 1 1 0-1 31 20, 80,000 BTU with air conditioning. Unit was checked and is capable of blowing air without heat or AC. Registers were checked and are located in all living areas. W/D # Room Size Material W-1 Master Bedroom 10' x 3'6" Aluminum, single-pane nail-on ~ W-2 Bedroom 6' x 3'6" Aluminum, single-pane nail-on Exterior -Painted stucco will require 40' x 10' area to be repainted. SOURCE Si!e wsrt on Janua B 2011 a! 4.00 m. met ~,~Ui Michael 'Neil. ~ VISTA ENVIRONMENTAL Receptor 6 2361 Sable Tree Circle __.-, __ _ _ _ ~ataiNd Quob - - _ CT 8 - ---- _ Lin~aY Lumbar Company i 5101 S PalrialOlRR ~N G l072i ~i2.13i.11tl ?tom! Y1 - _. - ~t 700691 hem! We ~1 " w lb~t 'tea 11~ ~wb 0ae ztn 11201t a.w+toabt )UH/2011 °:.rwt ~ Fkfaie ow«Y ~: Ciiaaaniar. '~taCO BUIt.DER3 :mot, OaaMry: . Tam pllar tbcwiR of CAAaq Co1O~Mr! _ _ Caihab ~01~ Ad~aaac Adra~ ~~ PNO~a2 Fac lac 'tom "~ ---'- ----._Y.^ ia~e 9000 ixAaR C~~r~t ~ 7uaoa4.8i]OT. GV. NO 1~ x 42' ~: 4~ 9,t» O.yt, KT. O.em :r~r taalaMd leaAOr ~> ab 7/t9• cr. Raanaln~ r rr Fla Sa0>a~.r ahnoio aslr, s+~+rv ohssaie XOaC Yerral Wat Sa1at 1N. 1~. 1M: Fr~na Color. 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EXHIBIT C Memorandum of Project Implementation Agreement (Sec Attached) ~s~~s<~ i RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Code ~~ 6103 and 27383 APN: 432-462-07 (Space Above'1'his Line for Recurders Use) MEMORANDUM OF PROJF,CT I;vIPLEivIENTATION AGREEMENT Phis Memorandum of Project Implementation Agreement (this "Memorandum") is made and entered into as of the day of , 2011, by and between the C1TY OF "I'USTIN, a municipal corporation of the State of California ("City"), and the TUS'1'IN COMMUNITY REDEVF-.LOPlV1EN"T AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency arc collectively referred to herein as '`City"), and MICHAEL D. O'NEIL and LINDA A. O'NF.II. on the other hand (collectively referred to herein as '`Owner"). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit Q and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on I?xhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, TIIEREFURE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: }. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted a one-time Mitigation Payment from Citv as consideration for, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Walt adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter 7179;9.1 the Property and document its existing condition; (iii) installation of the Property-Specific improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and contirn~ed the sufficiency of such :Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as Cull satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment lur the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction improvements or Property-Specific Improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the iVlitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install :he Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to t}te Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (t) 1'he waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. lay taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. fo the extent of any inconsistency beriveen the Agreement and this Memorandum, the Agreement shall control. -). Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. ~_ 717959 I 5. Governing Law. This Memorandum shall be governed in accordance with the laws of the State of California. (~. Recordation. City and Owner hereby conYirm and acknowledge that this Ylemorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may he executed in counterpans, each of which shall be deemed an original and which together shall constitute a single agreement. IN W'1"CNI;SS WHEKEOF, the parties have executed this tiicmorandum as of the date first written above. OWNER By: Michael D. O'Neil By: 1,inda A. O'Neil CITY CITY OF TUSTTN, a municipal corporation of the State of California By: _ Name: I~itle: AGENCY "fUSTIN COMMUNI"I'Y REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: _ Title: A"I"LEST: By: Pamela Stoker City Clerk APPROVED AS TO FORM: By: Douglas C. I lolland City Attorney 3 757959. t State of California ) ss. County of ) On before me, , a notary public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/1~erhheir authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENnL'fY OF PERJURY under the laws of the State of California that the foregoing paragraph is true rind correct. ~VI"ITIESS my hand and official seal. Signature (Seal) ~,?~>>y t State of Caliti~rnia ) ) ~5. County of ) On before me, , a 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/sheithey executed the same in his/her/their authorized capacity(ies), and that by hisr'her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. t certify tinder PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and ot~ticial seal. Signature (Seal) 757959. I State of California ) ) SS. County of ) On before me, , a notary public, personally appeared ,who proved to me on the basis of satisfactory evidence ro be [he person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument d~c person(s), or the entity upon behalf of which the person(s) acted, executed the instnument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WCINESS my hand and official seal. Sienature (Seal) 757959.1 F,~HIBIT A I enal Description of Property Lut 60 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in [3ook 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, California. APN: 432-462-U7 ij7959 1 E~CIIIBIT B Fully Frecuted Proicct Implementation Agreement (See Attached) ~;~~se i RECORDING REQUESTED BY AND 1~JIIEN RECORDED RETURN TO: city of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Code §§ 6103 and 27383 APN:432-462-07 (Space Above this Line for Recorder's I!se) MEMORANDUM OF PROJECT LVIPLEMENTATION AGREEMENT This Memorandum of Project Implementation Agreement (this "'Memorandum") is made and entered into as of the day of .2011, by and between the CITY OF TUS"1'IN, a municipal corporation of the State of California ("City"), and the "I~US"1'IN COMMl1NITY REDEVELOPMENT AGENCY, a California redevelopment agency ('`Agency"}, on the one hand (City and Agency are collectively referred to herein as "City"), and MICHAEL D. O'NEIL and LINDA A. O'NEIL on the other hand (collectively referred to herein as "Owner"). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the '`Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of'['ustin, County of Orange, State of California (the "Property''), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Cwner has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii} Owner's grant to City of a temporary license to enter -,-ytiu I the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future ,Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project ~.nd Noise Reduction [mprovements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Keduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction improvements and as full payment for the .Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable ;Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific Improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install fire Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Imprevements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases arc more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall he binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency beriveen the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assi ns. "Phis N]emorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 5. Governing_Law, Phis Memorandum wall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby confirm and acknowledge that this Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may he executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WtIEREOF, the parties have executed this Memorandum as of the date first written above. OWNER CITY ~, ~ -' I CITY Oh 'I'USTIN, a municipal corporation of the By; _ /' ~ ~~~~ State of California ~ ichael D. 'Neil B ~ l/'''l""" Y~ Linda A. O'Neil By: _ TJame: Title: AGENCY TUSTIN COMMUNITY REDF,VELOPMENT AGENCY, a California redevelopment agency By: TJame: Title: ~~TTEST: By: -- Pamela Stoker City Clerk ,1PPROVED AS TO FORM: By: Douglas C. Hollan City Attorney 3 7j!9h0 ~ State of California ) ss. County of vl ~ ~~ ) On 1`ll~/ Z~ ~ ~L before me, I,US ~~ ~_ ~ N(GP.~ ~~.~? u~~ notary public, personally pa geared 1-l1lC~Xl~~ ~~~~n C~~ ~-1 ~~ ~~e11~' i~~~ `vho proved to me on the basis of satisfactory evidence to be the erson(s) whose name(s).-~1are subscnbed to the within instrument and acknowledged to me that,lx~' they executed the same in }kis'/j~efltheir authorized capacity(ies), and that by_b+s~l~their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 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. ~ LUSJSE E. MORE Commission +~ t 88381 J i ,-~ Notar Public - Csliforniat ,'~ ~,~,~ ; Oranq~ County (Seal) State of California ) ss. County of _ ) On betc~re me, , a 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 PENAL"fY ()F 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) ~;^~n,u ~ State of California ) ss. County of _. _ . ---_-_.-) pn before me, , a 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. l 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) EXIIIBIT A Legal Description of Property I,ot 60 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 344, Pages 42 through 47 inclusive of Miscellaneous daps, records of Orange County, California. APN: 432-46?-07 EXHIBIT B Putty-Executed Project Implementation Agreement (See Attached) PROTECT IMPLEMENTATION AGREEMENT (Noise Reduction Improvements-Tustin Ranch Road Extension) This Project Implementation Agreement (this "Agreement") is made and entered into as of the day of , 2011, by and between the CITY OF TUSTTN, a municipal corporation of the State of California (`'City"), and the 'TUSTIN COMMUNITY RF.DEVF,LOPMENT AGENCY, a California redevelopment agency ('`Agency"), on the one hand (City and Agency are collectively referred to herein as '`City"), and DONALD G. BERKHEIMER and TAN1M[S N. BERKHF,IMER on the other hand (collectively referred to herein as "Owner"). A. Owner owns real property located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on F,xhibit A attached hereto and made a part hereof. B. City proposes to construct an extension of "Tustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"). C. City must implement applicable noise impact mitigation measures for the Project (the '`Applicable Mitigation Measures") as set forth in the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin; Final Supplement #1 to the Final E[S/EIR for the Disposal and Reuse of MCAS Tustin for Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loop Road (Final Supplement); and Addendum to the Final F,IS/EIR for the Disposal and Reuse of MCAS Tustin for 7.one Change (Specific Plan Amendment OS-00?) (collectively, the "ElR"). D. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise for specified residential and institutional properties located adjacent to the Project area (the '`Property-Specific Improvements") (collectively, the Sound Wall and Property-Specitic Improvements are referred to in this Agreement as the "Noise Reduction Improvements.") f;. The technical studies in the EIR analyzed the Noise Reduction Improvements and found that they are sufficient to mitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F. City is willing to provide Owner with a sum of money (the "Mitigation Payment") sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Reduction Improvements applicable to the Property; (ii) a license to enter the Property to document the Property's existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property; and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use ur enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, ur noise amibutable to implementation of the Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). (i. Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfaction of (i) Owner's right to installation of all applicable Noise Reduction Improvements; (ii} Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. 761R80 1 NOW, TEIEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, City and Owner agree as follows: 1. Noise Reduction Improvements. City and Owner acknowledge and confirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction Improvements set forth on Exhibit B attached hereto and made a part hereof Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable Mitigation Measures or otherwise to provide advance fiends for potential Ancillary Costs. 2. Mitigation Payment. City hereby agrees to pay Owner a Mitigation Payment in the amount of Eight "Thousand Two hundred Twenty Dollars and 00/100 Cents ($8,220.OU), as consideration for, and/or in full satisfaction of all costs and expenses for (i) Owner's cooperation n installing the Sound Wall adjacent to or abutting the Property as shown in Exhibit B; (ii) Owner's grant to City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on Exhibit B; and (iv) future Ancillary Costs incurred or suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further specifically confiirms that such Mitigation Payment is sufficient to fund and provide the complete implementation ~f the Noise Reduction Improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred or suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall be funded independently by City in addition to City's payment to Owner of the Mitigation Payment. 3. Implementation of Propert~S~ecific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the Mitigation Payment fulfills City's obligation, if any, to cause installation of the Property-Specific Improvements under the Applicable Mitigation Measures. Owner and City agree and acknowledge that following delivery of the Mitigation Payment, City shall have no further obligation to cause the installation of any Property-Specific lmprovements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. Specifications and Estimates for Property-Specific Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications tor, and an estimate of the cost to install, the Property-Specific Improvements that are listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Acknowledgement and Certification of Satisfaction of Applicable Mitigation Measures. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable Mitigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Mitigation Measures, Owner is not entitled to further Noise Reduction Improvements related to the Project, and City shall not be responsible to Owner or its tenants for additional Ancillary Costs. ~bixso.i 6. _~cknowled~ements and Release. Owner acknowledges and confirms that following City's payment to Owner of the Mitigation Payment, City has no control over Owner's timing of and ultimate installation of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use the Mitigation Payment for implementation of the Property-Specific Improvements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successor and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. Accordingly, Owner hereby agrees as follows: a. Except with respect to City's obligations under this Agreement and its obligation to construct the Sound Wall, Owner, for itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from any and all present and future claims, damages, liabilities and causes of action, including, without limitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which arc related to, arise out of, result from, or are connected with (i) the installation of the Noise Reduction Improvements, including, but not limited to, the failure of the Noise Reduction Improvements to meet the standards set forth by the Applicable Mitigation Measures, failure of Owner to install the applicable Property-Specific improvements, and any damages to persons, the Property or personal property located upon the Property resulting from installation of the Noise Reduction Improvements by a contractor retained by Owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to the implementation of the Project or the Noise Reduction Improvements. Notwithstanding the foregoing, nothing Herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or attributable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, or agents. b. There is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer loss, damages or injuries that are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is executed. Each person or entity executing this Agreement hereby assumes this risk and understands that to the extent of the releases set forth above, TIIIS AGREEMENT SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF, OR RELATED "I'O, THE MATTERS RELEASED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1542 of the California Civil Code which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially at~'ected his or her settlement with the debtor. 761880. I Owner understands and acknowledges the significance and consequence of this specific waiver of section 1542. Having the opportunity to consult with legal counsel, Owner expressly waives and relinquishes any and all rights and benefits which she, he or it may have under section 1542 of the Civil Code to the full extent that such rights and benefits may be lawfully waived pertaining to the subject matter of this Agreement. 7. Documentation of Propertv Condition. In consideration of the payment of the Mitigation Payment, which includes an amount for Owner's grant to City of a license to enter the Property, Owner's installation of Project-Specific Improvements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to be present and accompany City's employees, representatives or agents at all times they are present on the Property for such purposes. City agrees to hold harmless and indemnify Owner from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property ~f Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. g, Notices. Any and all notices given or delivered by any party hereto shall be delivered in persun or by federal Express or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified or registered, postage prepaid, and addressed as set forth below: To City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Ken N ishikawa Woodruff, Spradlin & Smart With a Copy To: 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. I Tolland To Owner: Donald and Tammis Berkheimer 2362 Sable Tree Circle "Tustin, CA 92780 9. Successors and Assiuns. 'T'his Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. l0. Entire A~>reement. No representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. This Agreement may only be modified or amended by an agreement in writing duly executed and delivered by each of the parties hereto. I I. Severability. If any provision of this instrument, or the application thereof to any person or circumstances, is found to he invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. ~~ ~~fxxo.i 12. Memorandum of A~*reement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form attached hereto as Exhibit C. Such memorandum of agreement shall he recorded against the property in the Ofticial Records of Orange County following execution of thereof. 13. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OWNER CITY CITY OF TUSTiN, a municipal corporation of the By: State of California Donald G. Berkheimer `' I3y: By: ~~ ~ Name: 'tammis N. Berch met 'title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTEST: By: Pamela Stoker City Clerk APPROVED A$?(r7 FOKM: r gy; ~~~ Dougl s .Holland City ~kttorney ~~issa.~ ~;XHtBiT A Description of Property ,~~ddress: 2362 Sable Tree Circle Tustin, California 92780 Legal Description: Lot 59 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, California. APN: 432-462-08 x, i xso. i EXHIBIT B Noise Reduction Improvements 1. Property-Specific Improvements applicable to the Property: Pursuant to Mitigation Measure NR-4, replacement of three (3) windows having a direct view of the proposed 'Dustin Ranch Road Extension located in the second floor bonus room with acoustic-rated window assemblies having a Sound Transmission Class (STC) rating of at least 3~ STC, as further described in the January 27, 2011 assessment report prepared by Vista Environmental attached hereto. ?. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-of--Way on City property adjacent to the Property as generally depicted on the drawing attached to the January 27, 201 I assessment report prepared by Vista Environmental attached hereto. n~isso.i ~~~T~ ~i~V~~lO~i~IEi'~TT~~ January 27, 201 l Ken Nishikawa Tustin Legacy Development Services Manager City of Tustin 300 Centennial Way Tustin, CA 92780 SUBJECT: "rUSTIN RANCH ROAD NOISE MITIGATION FOR RECEPTOR 7 - 2362 SABLE TREE CIRCLE. Dear Mr. Nishikawa: This letter details the required improvements to the residence at 2362 Sable Trce Circle (Receptor 7) in order to comply with the onsite mitigation described in the Supplement to the Final EIS/EIR for the Dispvsu! and Reuse of the :'I~larine Corps stir Station Tustin, California F_.ztension of Tustin Ranch Road Between Walnut Avenue and the Future Alignment of Valencia North Loop Road, prepared by Michael Brandman Associates, May 27, 2004. Mitigation Measure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Receptor 7. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or Glass doors that have a direct view of the proposed Tustin Ranch Road extension shall be replaced with acoustic-rated window/door assemblies that have a Sound Transmission Class (STC) rating of at least 35 STC. Non-sensitive areas (e.g., bathrooms) do not require the implementation of any improvements. In order to determine the extent of improvements required for Receptor 7, representatives from Vista Environmental, Kenco Builders (562} 547-1993, and Gomez Heating and Air Conditioning [nc. (877) 804-2891, met with Donald Berkheimer and performed a site inspection of 2362 Sable "free Circle on January 4, 201 l at 3:30 p.m. The site inspection consisted of testing the existing forced air units for compliance and inspecting and measuring the upstairs wi~tdows for type and size. ~fhe inspection found that the existing two forced air units meets the requirements of NR-3. The inspection also found that there are three windows located in the second floor bonus room that do not meet the 3~ STC rating requirements of NR-4. A summary of the inspection tindings are shown nn the attached Figure. "I'he following table provides the calculated costs to replace the three windows. The bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are Milgard, white vinyl, dual-pane, nail-on windows. 021 DIDRIxSON WAY ?.AGUNA 3EACH CALIFORNIA 92651 ?HO`1E 949 510 5355 FACSIMILE 949 71$ 3629 cLECTRONIC GREG@VISTALB.COM Pale 1 OF 2 ±em 'Window Size Cost Description Window-1 6'0"x4'0" $588.13 White vinyl, dual pane, rail-on frame, STC 35 Window-2 3'0"x2'0" $262.98 White vinyl, dual pane, rail-on frame, STC 35 Window-3 3'0"x2'0" $262,98 White vinyl, dual pane, rail-on frame, STC 35 Labor $900.00 Remove/replace affected windows Paint $950.00 Paint affected areas Stucco $1,100.00 Patch Stucco paint to match existing as close as possible - 800 Sq Ft Hardware $150.00 Miscellaneous Hardware Supervision $400.00 Profit/ Overhead $1,153.52 Permit Fees $450.00 Permit required for nail-on style windows Total Cost $6,217.61 The total calculated cost to replace the windows is S6,217.61. Additional details of the windows to be ordered are attached. Please call me at (949) X10-5355 if you would like me to proceed with making the above improvements or have any questions related to the above. Sincerely, Greg Tonkovich Senior Analyst Vista Environmental VISTA EiV"VIRON~IENTAL 1021 DIDRIKSO~ W,AY LAGU~A BEACH CALIFORNIA 92651 ?xoNS 949 510 5355 ^ACSI~Ite 949 715 3629 ~:LrC?'RONIC GRF.G~a VISTALB.COM PAGE 2 of 2 Mitigation: Provide forced air-ventilation on entire home if not existing. Provide 35 STC-rated windows/door on 2nd floor if not existing. 2362 SABLE TREE CIRCLE '~, EXIST ~Oi~INE ~ 1 '~ 7 2 4 ~- - W 8, S~~Np WgLL OP~SE~ Forced Air Unit - 2 units, one in attic, one in garage. The garage unit is a Carrier 55,000 STU, Model 58SS009. Both units were tested and were capable of blowing air without heat or air conditioning. W/D # Room Size W_~ Sonus Room 6'x4' ~,/~/-2 Bonus Room 3'x2' Existing Style Milgard White Vinyl Dual Pane Nail On. Milgard White Vinyl Dual Pane Nail On. ~,N_3 Bonus Room 3'x2' Ulilgard White Vinyl Dual Pane Nail On. Area required to be painted -East Wall 600 sq. ft. -West Wall 200 sq. ft. SOURCE. Ste tis~l on Janua otuiu a~~.w ~~~~~~~••°-••--~~----- 2 Receptor 7 VISTA ENVIRONMENTAL 2362 Sable Tree Circle Detailed Quote ~..r $ Lindsay Lumber Company 1s101 S. Parantottnt Bbd ~~u~ ca- elms :i82-Q7S11~1 •~ ~, Proj~et lntomatloe ~~ -- -- - - sale. Reps Stan /mss n..r«r ~ atctnlpc custonw: icr=rtco t3~t.cERs ' Tams: ~ Camman0e i 3ilip irr~ornl{atiort Corlfset Addrap: I i ~~ P-+oi.a ta: zss r~Dalac »narml~ :~ ooeK )1/2M2011 Ro: Wit: ;ARsr Receipt of a'd~1 ,-- 3hippM~ tt~otrnttlox Addrsas: Phora' Fa~c ^3anuheanr. ~Igacd :?MO: GOOf t_OCatlorC ~~ 1 Tusrsry, 81307, M/, RO 72"x48" UR 0.49. SGC: 0.51, VLT: 0.60 - "-~ 7/32' LmrNnabd (Safielp Gges) and 3HtT Ciesr r1n P{s~nenc 1" rose Fin setbadc.rr stucos ket, S6dinp olre~lorr XO Frame Color: UVhlts; Optlensl Exterlot Cobr. Hart G~ Dual Gfa2ed (lrtsulslad Giasrfi Ener'mr PadcayK No; Mrraled Alk OuEer Cifass Lis Cpdore Laminaosd (Safety Glassy. toner Glase Las apflorc Char, Glass Thldt t: 7/32'; Gran thick 2 3l16~ f~dgefaidwMX: No; Gas Filled: 'tons; tMtds Typs: SmaRTOUCri; Sawn: Screen yitl- Pui t3aq Line i9een Cornmerlls: STC 33 Detailed Quote ~.1, $ !_indsay Lumber Company 15101 8. Paralnorutt Bhrd ~ararllourtt, CA 90TT~ ~2~3]-1141 Proj~et 1BMf171~tlOQ . ~~~ 000298 3x110 RapC SUn Axe aslhnry ~ Plciarpc custwnsl: xeNCO eunnER8 Teens: CaernsrMS: ~aMl~ intotrtl~fon - ~- j Canesat: ~ Addrsss: PRar: Fsx: -- Project D: 29a 3vob DsDS: 71/24RD11 Print t)~ )1242011 Po: ~. o.ll+relr. fitter Receipt d olds!) 3hippMt~ Mtottnzation -!- ~ Conlarx add+wK Phone: FaiC ^larrutattlaar 1t19asd 7ertr 0001 locstlolK 1 Tusery, 81307, MY, RO 36' x 24' UF: 0.49, SGC: 0.51, VLT: 0.60 - - - - - ~ - 7fdT Lam'srslsd (Safely Gkas) aM 3/1~ psM Fln PlsosnNrlt 1' Nail Fin Semsdr vrl strroco key; 3sdkrg Oksdfae XO; Frame Cater. WMts; Op11dW t.xterlorCdor. Nona: Glsz6q: Dual Glazed (insulated Gtassk Ener~r Padrege: No; Mnealed NR Otdsr Glass Las GDtlen: t~rrNnslsd (Safely Glass?: IrKisr GMss Las Optlon: Cbar; Glass TTtld[ 1: 7f32'; Glass Thidr 23118'; EdgsGardMMX: NoG Gas F#1s~ IonX Marble Typo: SmartTouch; Saes Screen wah Purf Rea; Lirts Ilsrrr Comtrrsnb: STC 35 E~-IIBIT C Memorandum of Project Implementation agreement (See Attached) 761880.1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikavva 300 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Code y~'§ 6103 and 27383 APN: 332-X62-08 (Space Above This tine tier Recorder's Use) MEMORANDUM OF PROJECT IMPLEMENTATION AGREEMENT "this Memorandum of Project Implementation Agreement (this `'Memorandum") is made and entered into as of the day of , 2011, by and between the CITY OF TUSTIN, a municipal corporation of the State of California ("City"), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as '`City"), and DONALD G. BERKHEIMER and TAMMIS N. BERKHEIMER on the other hand (collectively referred to herein as '`Owner"). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 20] 1 (the "Agreement''), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the '`Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, THEREFORE,, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Detinitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. 2. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction cif all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter ~~ISSO.I the Property and document its existing condition; (iii) installation of the Property-Specific [mprovements applicable to the Property; and (iv) the future Ancillary Costs incurred or sutfered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the A~ cement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and continued its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific (mprovements and Noise Reduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific Improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement. including payment of the Mitigation Payment, shall constitute frill and fair compensation and consideration for any and all claims that U~vner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction improvements pursuant to tl~e EIR andlor for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assi¢ns. This Memorandum shall be binding upon and inure to the benetii of each of the parties hereto and their respective successors and assigns. ~~isxo.i 5. Governing Law. This Memorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby contirrn and acknowledge that this Memorandum shall be recorded in the Ot~icial Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER By: CITY CITY OF TUSTIN, a municipal corporation of the State of California By: By: Name: Tammis N. Berkheimer Title: AGENCY TL`STIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: AZ°TEST: By: Pamela Stoker City Clerk APPROVED AS "TO FORM: By: _ Douglas C. I Tolland City Attorney Donald G. Berkheimer 3 ;hixxo.~ State of California ) ss. County of ) On before me, , a notary public, personally appeared ,who proved to me on the basis of satisfactory evidence to he 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 hislher/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 otfiicial seal. Signature (Seal) ~~issn.i State of California ) ss. County of ) On _ __ before me, , a 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 vfithin 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 behaif of which the person(s) acted, executed the instrument. 1 certify under PENAL"I'Y 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) ~r>> xan i State of California ) ss. County of ) On before me, , a notary public, personally appeared ,who pro~~ed 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. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. W[TNESS my hand and official seal. Signature (Seal) ~~ i sxo_ i EXHIBIT A Legal Description of Property Lot 59 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, California. nPN: 432-462-U8 ~~isso ~ EXHIBIT B Fully-Executed Project Implementation Agreement (See Attached) ~~t ttxo. i RECORDING REQUES'I~ED BY ANU WHEN RECORDED RETURN 1'O: City of fustin Attn: Ken Nishikawa 300 Centennial Way Tustin. CA 92730 Exempt from recording fee per Government Code ~§ 6103 and 27383 ;1PN: 432-462-08 (Space Above This Line for Recorder's Usc) MEMORANDUM OF PROJECT IMPLEMF,NTATION AGREEMENT [his Memorandum of Project Implementation Agreement (this '`Memorandum") is made and entered into as of the day of , ?Ol 1, by and between the CITY OF TUSTIN, a municipal corporation of the State of California ("City'), and the TUSTIN COMMUNI"I'Y REDEVELOPMEN"T AGENCY, a California redevelopment agency ("Agency"}, on the one hand (City and Agency are collectively referred to herein as "City"), and DONALD G. E3F.RKHEIMER and TAMMIS N. BERKHE[MER on the other hand (collectively referred to herein as '`Owner"). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the '`Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of'I'ustin, County of Orange, State of California (the "Property''), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights aild obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, Tf IEREFORF, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. 2. terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted acne-time Mitigation Payment from City as consideration tor, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property: and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation cf applicable Noise Reduction lmprovements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Lleasures, that City has no further obligation to ec fie installation of any Noise Reduction lmprovements or Property-Sp Improvements, and that any and all such Property-Specific lmprovements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, OWrier has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Ltitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) 'Che waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. [3y taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assi~rrs. Phis Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. -~,isxi i 5, Guvernin~,_1_-aN!~ this Memorandum shall be governed in accordance with the laws of the State of California. (,. Kecordation. City and Owner hereby confirm iforn ~ tol owing execution~emorandum ;hall be recorded in the Official Records of Orange County, 7, Coun__ ternnarts• This Memorandum maute a sinvle a~reementterparts, each of which shall oe deemed an original and which together shall consn C IN W-TNESS WHEREOF, the parties have executed this Memorandum as of the date tirst written above. OWNER By: ~ ". onald G. Berkheimer By: ~/ Tammis N. Berkhei r CITY CITY OF TUSTIN, a municipal corporation of the State of California By' -- Name: Title: AGENCY TUS'C1N COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: _ Name: Title: A~1'"TEST: By: ------ pamelaStoker City Clerk APPROVED AS ~ 'CORM: /~ (~~ ~'. By: Dougl C. Holland City r\ttorney '~,I ~R1 1 State of California ) ss. County of -~~ On ~v~~, /O, ~vr/ __ before me, /yam,=~ G.! f`79~~P,.S' , a notary public, personally appeared ~ ~,'s Gl/~e.~ ~ le , in e .~- ~---~--, ~vho proved to me on the basis of satisfactory evidence to be the person($) whose name( is/aya subscribed to the within instrument and acknowledged to me that t~/sheitlx~y executed the same m hislher/tJzeir authorized capacity), and that by his/her/t1}eir signature(g) on the instrument the person(, or the entity upon behalf of which the person~is) acted, executed the instrument. [ certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. W["tT1ESS my hand and official se Signature (Seal) MARK W. MASTERS COMM. ~ 192820 NOTMY /NKIC . CKiR~M ORANO~ C01Alr 8Ay COt'tM11. Exai1M~~ ?r~iXXl l State of California ) ss. County of i^ On / D ~~~ / before me, /~~,.~ ~ u/. ~",~ ~~ ~ 5 , a notary public, personally appeare A n/< , ~ ~---~_ ,who proved to me on the hasis of satisfactory evidence to be the person( whose name(~a~ is/afe subscribed to the within instrument and acknowledged to me that he/she,~tt~ey executed the same in his/h~tbair authorized capacity(ie5), and that by his/IaerftHeir signature( on the instrument the person(s~, or the entity upon behalf of which the person(s~ acted, executed the instrument. 1 certify under PENAL'T'Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true aid correct. WI"I^,~1ESS my hand and official seal. Signatun (Seal) MARK W. MASTERS •~ COMM.51925729 ~ Nou-it+r wK~c - c~aaw- s oR~wot caw~r Cpmn, ExpiiM/Ipril 1t, 201s State of California ) SS. COUnty Ot ___________) before me, , a notary public, On -- ,who proved to me on the basis personally appeared of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument an acknowledged to me that he/she/thenstr unenttheeperson(s), orhhetent ry upon behalf of which thend that by his/her/their signature{s) on 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) ~nltixl I ~XNTI3IT A Leal llescription of Property Lot ~9 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, Caliti~rnia. APN: 432-462-08 ,~,ixxi i EYHIBIT B Fully-Executed Project Implementation Agreement (See Attached) 'h~\}~~ ~ PROJECT IiVIPLE~IENTA"TION AGREEMENT (Noise Reduction Improvements-Tustin Kanch Road Extension) This Pr ~ ct Implementation Agreement (this "Agreement") is made and entered into as of the ~j/I~r~ay of , 2011, by and between the CITY OF 'FUSTIN, a municipal corporation of the State of Ca ornia ('`City''), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ('`Agency'), on the one hand (City and Agency are collectively referred to herein as "City"), and JULIE FRALICK on the other hand ("Owner"). ;~, Owner owns real property located in the City of Tustin, County of Orange, State of California (the '`Property"), which Property is described on Exhibit A attached hereto and made a part Hereof. Q. City proposes to construct an extension of Tustin Ranch Road from Walnut Avenue to Valencia North Loup Road (the '`Project"). ('. City must implement applicable noise impact mitigation measures for the Project (the "Applicable Mitigation Measures") as set forth in the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin; Final Supplement #I to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin for Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loop Koad (Final Supplement); and Addendum to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin for Zone Change (Specific Plan Amendment OS-002) (collectively, the "EIR"). U. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise for specitied residential and institutional properties located adjacent to the Project area (the "Property-Specific Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the '`Noise Reduction Improvements.") E. The technical studies in the EIR analyzed the Noise Reduction Improvements and found that they are sufficient to mitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F. City is willing to provide Owner with a sum of money (the "iVtitigation Payment") sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Reduction Improvements applicable to the Property; (ii) a license to enter the Property to document the Property's existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property; and (iv) any future ancillary costs fur increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to implementation of the Project and the Noise Keduction Improvements (collectively, `Ancillary Costs"). G. Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfaction of (i) Owner's right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a license to enter the Property to document the Property's existing condition: (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. 7ti'258 i NOW. 'THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufticiency of which is acknowledged by each of the parties, City and Owner agree as follows: 1. Noise Reduction Improvements. City and Owner acknowledge and confirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction Improvements set forth on Exhibit B attached hereto and made a part hereof. Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable Mitigation :Measures or otherwise to provide advance funds for potential Ancillary Costs. ~ Mitigation Payment. City hereby agrees to pay Owner a Mitigation Payment in the amount of Fifteen Thousand Six Hundred Forty Five Dollars and 00/100 Cents ($15,645.00), as consideration for, and/or in full satisfaction of all costs an as shown n Exhibit Bw (u) Ownepes gtrant to installing the Sound Wall adjacent to or abutting the Property City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on F,xhibit B; and (iv) future Ancillary Costs incurred or suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such :Mitigation Payment. Owner further specifically confirms that such Mitigation Payment is sufficient to fund and provide the complete implementation of the Noise Reduction Improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owners right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment fur any Ancillary Costs incurred ur suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall he funded independently by City in addition to City's payment to Owner of the Mitigation Payment. 3. implementation of Property Specific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the Mitigation Payment fulfills City's obligation, if arty, to cause installation of the Property-Specific Improvements under the Applicable Mitigation Measures. City shall Owner and City agree and acknowledge that following delivery of the Ntitigation Payment, Have no further obligation to cause the installation of any Property-Specific Improvements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. S ecifications and Estimates for Pro e -S ecific lm rovements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications for, and an estimate of the cost to install, the Property-Specific Improvements that are listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Acknowled ement and Certification of Satisfaction of A licable Miti anon Measures. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable [vtitigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Mitigation Measures, Owner is not entitled to further Noise Reduction improvements related to the Project, and City shall not be responsible to Owner or its tenants for additional Ancillary Costs. 2 ?62258.1 6. Acknowledgements and Release. Owner acknowledges and confirms that following City's payment to Uwner of the Ylitigation Payment, City has no control over Owner's timing of and ultimate installation of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use the Mitigation Payment for implementation of the Property-Specitic Improvements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or sutTered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. .Accordingly, Owner hereby agrees as follows: a. Except with respect to City's obligations under this Agreement and its obligation to construct the Sound Wall, Owner, for itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from any and all present and future claims, damages, liabilities and causes of action, including, without limitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which are related to, arise out of, result from, or are connected with (i) the installation of the Noise Reduction Improvements, including, but not limited to, the failure of the Noise Reduction Improvements to meet the standards set forth by the Applicable Mitigation Measures, failure of Owner to install the applicable Property-Specitic Improvements, and any damages to persons, the Property or personal property located upon the Property resulting from installation of the Noise Reduction Improvements by a contractor retained by Owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to the implementation of the Project or the Noise Reduction Improvements. Notwithstanding the foregoing, nothing herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or amibutable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, or agents. b.There is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer loss, damages or injuries [hat are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is executed. Each person or entity executing this Agreement hereby assumes this risk and understands that to the extent of the releases set forth above, "THIS AGREEMENT SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF, OR RELATED 'TU, "I'HE MATTERS RELEASED ABOVE, AS `HELL AS 'hHOSE KNOWN AND ANT[CIPA"TED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1542 of the California Civil Code which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. ?~zz~s. i Owner understands and acknowledges the significance and consequence of this specific waiver of section 1 X42. Having the opportunity to consult with legal counsel, Owner expressly waives and relinquishes any and all rights and benefits which she, he or it may have under section 1542 of the Civil Cade to the full extent that such rights and benefits may he lawfully waived pertaining to the subject matter of this Agreement. 7. Documentation of Property Condition. In consideration of the payment of the Mitigation Payment, which includes an amount for Owner's grant to City of a license to enter the Property, Owner's installation of Project-Specific Improvements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to be present and accompany City's employees, representatives or a~~ents at all times they arc present on the Property for such purposes. City agrees to hold harmless and indemnify Owner from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal Express or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified or registered, postage prepaid, and addressed as set forth below: To City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Ken Nishikawa Woodruff, Spradlin & Smart With a Copy To: 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. ITolland To Owner: Julie Fralick 2361 Caper Tree Drive Tustin, CA 92780 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. 10. F,ntire Agreement. No representations or covenants of any kind other than those expressly contained herein have been made by either parry hereto. ~rhis Agreement may only be modified or amended by an agreement in writing duly executed and delivered by each of the parties hereto. 1 I . Severability. if any provision of this instrument, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to he invalid, as the case may be, shall not be at~ected thereby. ,r,z,;a.r 12. Memorandum of A~reement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form attached hereto as Exhibit C. Such memorandum of a~~reement shall be recorded against the property in the Official Records of Orange County following execution of thereof. 13. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California. I ~. Cuunter~arts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OWNER CITY • ~ CITY OF TUSTIN, a municipal corporation of the I3y: State of California Juli ralick ~y: _ Name: Title: AGENCY 'I'USTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTES"[': By: Pamela Stoker City Clerk (,~' .~ Douglas] Tolland City Attorney APPROVED AS~T~F.fJRM: %' ?bz~~s. i ~~><srr ~ Description of Property Address: 2361 Caper Tree Drive Tustin, California 92780 Legal Description: Lut 38 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 34d, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, California. ;1PN: 432-462-29 ~~,zzss_i ~:YIIIBIT B tioise Reduction Improvements Property-Specific Improvements applicable to the Property: Pursuant to Mitigation Measure NR-4, replacement of seven (7) windows having a direct view of the proposed Tustin Ranch Road Extension located in second door bedrooms and hallway with acoustic-rated window assemblies having a Sound Transmission Class (S"I'C) rating of at least 3~ STC, as further described in the March 15, 2011 assessment report prepared by Vista Environmental attached hereto. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Kight-of-Way on City property adjacent to the Property as generally depicted on the drawing attached to the March 15, 2011 assessment report prepared by Vista Environmental attached hereto. ~ai~ss i VISTA ~i~iVIRO~il~IE1iTAL March t ~, 2011 ::{en Nishikawa Tustin Legacy Development Services :Manager City of'I'ustin 300 Centennial Way "Tustin, CA 92780 SUBJECT: 'I'USTIN RANCH ROAD NOISE MITIGATION FOR RECEPTOR 10 - 2361 CAPER TREE DRIVE. Dear Mr. Nishikawa: "Phis letter details the required improvements to the residence at 2361 Caper Tree Drive (Receptor 10) in order to comply with the onsite mitigation described in the Supplement to the Final EIS/EIR for the Disposal and Reuse of the ~tifarine Corps Air Station Tesrtin, C:crlifornia Extension of Tustin Ranch Road Bettiveen Walnut Avenue and the Future Alignment of Valencia ti'orth hoop Road, prepared by Michael Brandman Associates, May 27, 2004. Mitigation ti4easure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Receptor 10. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or glass doors that have a direct view of the proposed Tustin Ranch Road extension shall be replaced with acoustic-rated window/door assemblies that have a Sound Transmission Class (STC) rating of at least 35 STC. Non-sensitive areas (e.g., bathrooms) do not require the implementation of any improvements. In order to determine the extent of improvements required for Receptor 10, representatives from Kenco Builders (~62) 547-1993, met with Julie Fralick and performed a site inspection of 2361 Caper 'Tree Drive nn February 23, 2011 at 10:30 a.m. The site inspection consisted of testing the existing forced air unit for compliance and inspecting and measuring the upstairs windows for type and size. The inspection found that the existing forced air unit meets the requirements of NR-3. The inspection also found that there are seven windows located on the second floor that do not meet the 3~ STC rating requirements of NR-4. A summary of the inspection findings are shown on the attached Figure. The following table provides the calculated costs to replace the seven windows. The bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are combination of white vinyl, retrofit windows and aluminum nail-on windows. OZ I DIDRIKSOV 'JJAY `. 1GUNA 3FACH CALiFOR?71A 92651 ?HONE 949 510 5355 =P.csIMILS 949 715 :629 ELECTROtiIC GIi~G~a VISTALB.COVt ?ale 1 OF 2 :;em 'Window Size " Cost Dzscription dual-pane with grids, STC 35 retrofit frame White vinyl Window-1 8'0"x3'6 " ' " ' $1,392.18 18 392 $1 , White vinyl, dual-pane with grids, STC 35 retrofit frame Window-2 6 x3 0 8 5'0" 4'0" . , $669.26 White vinyl, dual-pane with grids, STC 35 retrofit frame Window-3 x 5'0" 4'0" $669.26 White vinyl, dual-pane with grids, STC 35 retrofit frame Window-4 x '0" " ' 26 $669 White vinyl, dual-pane with grids, STC 35 retrofit frame Window-5 x5 0 4 6'0"x2'6" . $578.87 White vinyl, dual-pane no grid, STC 35 nail-on frame Window-6 3'0"x4'6" $682.60 White vinyl, dual-pane no grid, STC 35 nail-on frame Window-7 500.00 $1 Remove/replace affected windows Labor , $700.00 Paint affected areas ?aint $1,400 Stucco patch nail-on windows Stucco $150.00 Miscellaneous Hardware Hardware $400.00 Supervision Profit/ Overhead $2,040.72 ired for nail-on style windows i Permit Fees $400.00 s requ A permit Total Cost SI2,~•33 The total calculated cost to replace the windows is 512,644.33. additional details of the 355 if you would like me to 510 windows to be ordered are att - ached. Please call me at (949) stions related to the above. proceed with making the above improvements or have any que Sincerely, ~~~ Greg Tonkovich Senior Analyst Vista Environmental VISTA EN~%IRO~ii•'IE~ITAL i 021 DIDRIKSON NAY I-4GUNA BEACH CALIFCIL`7IA °2651 ~uO~E 949 510 53 5 ~r.cslulLE 949 715 X629 3LECTRO~IC GREG~VISTALB.CCM P.~GE 2 of 2 Mitigation: Provide forced air-ventilation on entire home if not existing. Provide 35 3TC-rated w indows/door on 2nd floor if not existing. __ --- I ~ ~ ,'', ~~ ~ r ,~ ~~2361 CAPER TREE DRIVE 23E O EX1St LOT LINE 2371 CAPER TREE DRIVE EXIST. LOT LINE EXIST, LOT LINE t 11 _~ z ~ 2p _ _~~~ _ Forced Air Unit -Unit was tested and was capable of blowing air without heat or air conditioning. W/D # Poom Size Existing Style W-1 Bedroom 8'0"x3'6" White vinyl, dual pane with grids, retrofit W-2 Bedroom 8'0"x3'6" White vinyl, dual pane with grids, retrofit W-3 Bedroom 4'0"x5'0" White vinyl, dual pane with grids, retrofit W-4 Bedroom 4'0"x5'0" White vinyl, dual pane with grids, retrofit W-5 Bedroom 4'0"x5'0" White vinyl, dual pane with grids, retrofit W-6 Bedroom 6'0"x2'6" Aluminum, single pane no grids, nail on W-7 Hall 3'0"x4'6" Aluminum, single pane no grids, nail on SOUR E. Ste ~n~1 on ~ebrua 23. 2017 at 7030 a m me[ wm .nme rranu. ti ~~ ~TISTA ENVIRONMENTAL Receptor 10 2361 CaperTree Drive Ce#ailed 4uob __ ._-- - ~T ~ ---- ~.indsay Lumber Company ,slay S. P,r.nor,rreeha ~ararnourrt, cA aorta aza~-„u ?roJ~c! Irrforn+ation r'AoMct eooau 3atras ~ ~ n,s DMMry l Pillage Dewery Q, x>:NCO au~tn~s 7enrrrx ~aoianrrb: 3i~t10 a110f111~tlON CaMact Ad~r~ 7ar~ I i Plrornc FCC .., ~ro~tx to: 3ta ~ o~e.c nrt~o„ ?rim DreOe nnsrrm, 'o: at nulwry: _ ;~!lrar Reodpt d Order ~~ Win: 0001 ~ ^~a^' - ~ Tusarnl, 8,9QT, FN, NM 72" x 30' UF: 0.4R SOC: 0.18, VLT: 0.53 ;fd2" Larril+aDW (Sally 6>tw) and 3f18' P81a (Shndrd ObsarrN F"+t f3rlda _~_ ' t F'~ P1~t 1• NaY Fln 3Mbxck ~rf a4~eoo krr S1idYq Oinctlon: XO: ~j`- FrafrN Color VYINEr, Optlo~wl Ex~lot Cofoc lbnK C,~ir~ Ottd (31®d (InauhA~O Cifau-; Et»igy NOG Anr~salOd N; OuMt CalaM L,~a ~: ~ami+ara (Sally c?IOaa-: innw cas t,lerr CPS P51 e (standard oc.a~+r. Gam rn~x ,: ~r3a: Gives rnldG x ane~G ''~ga!ardrMX Na C3aa Fiad: Norw; cae Color: +nmr~ Qiid rorNgrradorr soc orld P.wm: alM3tt Hmdfa 1ypa: SnurtToucl~ Sasan: su.an ~+ pw tta~ cnan tborrph tta ~ d ttra yrWa rrvy not 9na up wcyy. ~aradaOp+rar vwl 4+a up tlra yrida rrf+arr eraYq tx,Nt. era rod„ carnrs+ra: jTC 35 ~etaited Quote ---- Lindsay Lumber Company ~T ~ !5101 S. Panrnaerst 91vd ca gorr~ ~a-es~-1„s ?rt>)stt Intorrrtatlott ~,.,~ ooa3u Salas Rea a^tan Axe j ~w.n 1 ,,,; ~ceNCO euw~ts Tartu Counwrils: 31NNp Mtonnstlon contact: -_-- - addr.s~ Ptrane: Fax: --Y........_.. vti,~.~ BAlppin~ tlott - . ---- I CoMaet aaaieeti ?NaMc Fax: ~ --- ~oJsetlD: 313 Ctmb i~ ;2/Z412071 ?riot ~ )224IZ011 ~o: tee. oeowrr: F'iftar Reaefpt d Orden '2srrr: 0001 _ ~~ (;trantlh: t Tuscany. 8170T, DV, Net 08• x 42• UF: 0.49, 3OC: 0.48. VIT: 0.53 7r32" t.andnated (3aAaty Glasa) and alt 8• Clear ;tared Z43ar ,_(~ Grids ~ Pt.c.m.nt stnd.rd z-8ar; Srd~g DhscBar xox; vsrilCSl vans Ss7a: custom vent 3ek Gomm Veitinl Vent Sate 24•; Frame Color Y~hre; OptlonM t]derbt Color. NonK Glazln~ Owl Gtased Qruulateoi Glass): Energy Paclape: tVo: Annelad Alk OuDM GWs LiM Opfbrr. l.arninatW (SaOaty GWs): Inver Class lks Optbr~ Cbar: Glass Thick 1: 7137'; Glass Thiele ~ 3118"; ~ No; Gas FRled: tVOrw; Gdd Cobr. Y+Arih; Grid CafiOtxatiorc 33; Grid PaKerie BVY4H; Hardie Type: SmartTOUeh: SGeerC Sctasn vvah Pub R>ik Screen Cdor. While. cven though ttie drayam of the 9rds mry ra/ NM up exae~. rnzrnrhdurer wal tine up 8a grids vihen belrg hair. line item Cormrrrts: NOTE : Tti1813 A XO SLIDEA TO MEET 6=DRESS .STc 3s .# .~~ - - 'y„r ooaz ~~ _~~ ~ SUB UANi 1 - Tusnny. 81307. HV. Net 3f5' x 39r UF: 0.49. SGC: 0.40. VIT: 0.53 -- ---- YF3:30' x 54• SUB UNR 1 - TT37 t.erlaltaesd (Sa>bty Gaee1 and 3!1 ~ Clear SUB UNtT 1 - Ref Grlda SUB UNR 2 - Ttraearry, A73QT, HV, Net 3~ x 19' UF. 0.48, SGC: 0.46. VIT. O.S3 SU8 UNR 2 - 7f32" LalftirteEed (Safttly Gina aid 3/t 6' Cleat 3U8 UNR 2 -Flat Oftda CCMP06RE:Tofa1 C.ortrD6uttlat Cfmga i->SSP ~_ '~n+0 I+ Evert tAouph tM tf+pram of tlfs grids mry nd line f~ exacflY, ~ ranutadtrrer w11 Orr up the grlda when bsirp bud. _,- --- ..t/e6y fxMlquraUon sea avaBaDfll)r and pdtJJrfp vtMtt yf>tr `ANgaN location. Cotnposwla eonNqurtiBotta fixceed6g 40 sp. R matr 2 ~ ~~ 1iNd 9~ line lard Cotfattetta: ~L ~ J ~ v~Carrtpoffartteerfc 1 ~0 9da• 90 tt! W x 3.17 N TuaGrM, ~~, NV, Nat 9S x ~" UF: e.dl, SG'[.`. O.Ie; :Mt S~a•3a-Wx3PN VLT`. 0.57 A3' tRtflttalad tStdrN Gies) and 9hS Gear ~ f3Ada Fin PPfseefrlsrlt 1'tYe Rn SatEsoh W aafeasltar ~fq Oeaotlsrr XO; frame Color. Wh110. Q9eorfr Exrerlar Color, t1dK Gtaatllfa Dtal Gifuad (eraflsled Vim); tyfar~r Pso/a0ft No; ArswYad At Qt11r G'aea Loa C1» Laninata0 (Satapr Gisesk tnnr ^~an Llls Oglpt Cttler; Gtan TNdr 1: 71JT Glass Thick 2 7116'; EdpaOafWAx: No; Goa Fad iferlS Gq CdOr. YNtI1K Grid Gortflptaseoft: S(3: Gtx1 PaOSrrC 4tN3li; FISrN/a Typec SrtrrtTarJK $aaarC Saean wiaf ?ull ReR Svel1 alOl~ lhs disQam d1f1a Odds my nd Ms ~ ~dlt, rtanf+he4asrwrA Sea ~ tlfs tiida wtwf baYta belt ^VeNh oorftpoails oorfflptMatlOrt WL avalW>ib and %'~ MiAf Ya+r lor~for- Cornposir conepunao~r axrasde~p 40 a0. R rpY regfits ffetd :~1r4 Sri Gamptxra Sub CfxopOr-ent Ibea1 ~ SuE Component Therfc 2 A09s•7a tlrWxfStQM T~~a^f~. e130T. 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VLT' 0-53 " Cigar 7132' LarrrYuf~O (iidbtr GUa) and y1B ~andard Z-8ar =tal Grids ~ ~- `-~ --+-- ~~ rm PlaONMrrr Standard Z~ SOdhg DGaCifOrc XOC Frans Color. JVhIM: Optlontl E~darb~ CofOr. Noer: Gwsin~ Dual Glcad (h~Md -~-+ 1~ ~ ~~a): E~r9fr pupa: f~io; AmsaMd IW: Oulr Gtao Lila OpUaC Giw): itesr Glna liOs ONtlorc C1~r Glar TNdt 1: IM S _ { _ _~ ~_ ;~-; a Y Lames ( MAMX: No; Gas Fitaed: Nana; Gild G ' ~ a ; Edps 7137: GtnsThltlt 2 3f1t3 - -- -~--, Calor:lNh~ Grid Cordipuratlon: 3G: Grid Patbwn: 4tIr6Fl; lfarx9a Typa: 3r18RT0YCh; Saeerr Screen witll PuY ftaik ?van thagh tM ~ of the 9riQs mar rwt ttrs w a~octly. rrramAaohuar vM7 ~ W the 9tida when being btu. L;IN !Elfn CCrrtlrlalM~ EXHIBIT C ylemorandum of Proiect Implementation Aureement (See Attached) 762?Sa.l RECORDING REQUESTED BY AND WHF,N RECORDF,D RF,TURN TO: City of "Custin ;~ttn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Code ~§ 6103 and 27383 APN: 432-462-29 (Space Ahove 1 his Line for Recorder's Use) MEMORANDUM OF PROJECT IMPLEMENTATION AGREEMENT This Memorandum of Project Implementation Agreement (this "Memorandum") is made and entered into as of the _ day of _, 2011, by and between the CITY OF TUSTIN, a municipal corporation of the State of California ("City"), and the Tt1STIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City"), and JULIE FRALICK on the other hand ("Owner"). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of _, 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit Q and incorporated herein by this reference. t3. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modities the provisions of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ciry and Owner hereby agree and confirm as follows: 1. pefinitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted aone-time Mitigation Payment from City as consideration tor, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter ~s22sx. i the Property and document its existing condition; (iii) installation of the Property-Specitic Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sutiieiency of such :Mitigation Payment to fund and implement the Noise Reduction lmprovemcnts applicable to the Property, and continued its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction lmprovemcnts and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specitic [mprovements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency beriveen the Agreement and this Memorandum, the Agreement shall control. a. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assitms. 10 ?~zz~a.i >. Gw_ernin~ Law. This Memorandum shall be governed in accordance with the laws of the State of California. b. Recordation. City and Owner hereby contlrm and acknowledge that this Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may be exccuted in counterparts, each of which shall he deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date tirst written above. OWNER fay: CITY CITY OF TUSTIN, a municipal corporation of the State of California By: Name: Title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTEST: By: Pamela Stoker City Clerk APPROVED AS TO FORM: ay: Douglas C. Holland City Attorney Julie Fralick '622>S. ~ State of California ) j ss. County of - ) ~~^ before me, , a 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 PF,NALTY 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) 7622$$. I State of California ) SS. County of ) On before me, , a notary public, personally appeared ,who proved to me on the hasis 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 PENAL"CY OF PERJURY under the laws of the State of California that the foregoing paragraph is tnie and correct. WITNESS my hand and official seal. Signature (Seal) '62258.1 State of California ) ) SS. ~~OUnty Ot ) On hefore me, , a notary public, personally appeared ,who proved to Ine on the basis of satisfactory evidence to be the person(s) whose name(s) islare 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/heritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instnlment. 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 ot~ficial seal. Signature (Seal) ~~,a2sx.1 e/YHIBIT A Legal Description of Property Lut 38 of"['tact 7813 in the City of Tustin, Cuunty of Orange, State of California, as shown on a map filed in Book 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange Cuunty, California. APN:432-462-29 7622 ~A. t EXHIBIT B Fully-Executed Yroiect Implementation Agreement (See Attached) ~ezzs>;.t ZECORDING REQl1ES'1ED BY AND WHEN RECORDED RETURN "I'O: City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Code ~§ 6103 and 27383 APN: 432-462-29 Space Ahove This Linc fnr Recordefs Use) MEMORANDUM OF PROJECT IMPLEMENTATION AGREEMENT This Memorandum,~ •~~}~ Project lementation Agreement (this '`Memorandum'') is made and entered into as of the 3""day of _, 3011, by and between the CITY OF TUS~'fN, a municipal corporation of the State f California ("City"), and the 'IUS'I•IN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency'), on the one hand (City and Agency are collectively referred to herein as "City"), and JULIE FRAL[CK on the other hand ('`Owner'"). Owner and City have entered into that certain Project Implementation Agreement, dated as of 3 2011 (the '`Agreement"), which Agreement, as executed, is attached hereto • _xhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this ;Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in noway modifies the provisions of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, (honer has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses tor, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property: (ii) Owner's grant to City of a temporary license to enter ~r,~~;~ i and document its existing condition; (iii) installation of the the Property livable to the Property: and (iv) the future Property-Specifc Improvements app Ancillary Costs incurred or suffer~otbe R duceiion hmprovements.a result oft e implementation of the I ro~ect and Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner fib) acknowledged and confirmed the sutiilmn~o ement aptplcable Poythe Propeuy, and implement the Noise Reduction p and confirmed its acceptance of such Mitigation Payment as full satisfact-on o livable Noise Reduction Improvements and as Owner's right to installation of app full payment for the Ancillary Costs. Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has (`') s fulfillment of its obligation, if any, to cause installation of the confirmed City' rovements under the Property-Specific Improvements and Noise Reduction Imp Applicable Mitigation Measures, that City has no further obligation to caul rovements or Property-Specific installation of any Noise Reduction Imp S ecific Improvements to the Improvements, and that any and all such Property- p shall be implemented by Owner. 1 roperry d Pursuant to the Agreement, Owner has further acknowledged ana ment of the () erformance of the provisions of the Agreement, including p y City's p ensahon and consideration Mitigation Payment, shall constitute full and fair comp ma have for any and all claims th~f O ity sr~oblalattonutoe install then N ~ne, Reduction against City by reason Improvements pursuant to the EIR andlor for any futur;ementlation of the ProjeLt or suffered by Owner or its tenants as a result of imp and the Noise Reduction Improvements. Pursuant to the Agreement, Owner has confirmed that its acceptance of the (e) iVlitigation Payment shall be suf su cessorss assigns andrsuccesslors en nt resa d Owner and all of Owner's heirs, damn es, liabilities and to the Property, from present and future claims, g rovements causes of action relating to the installation ~ neNor itsReaants, asrs p h releases or Ancillary Costs incurred or suffered by Bement. are more particularly set forth in Section 6 of the Agr The waivers, releases, obligations andin vunontOwnOer and allrof Owner'soheirs, 1O or an art the Agreement are and shall be bi g P successors, assigns and successors-in-interest i su h heirse P ~ce ors, assigns, thereof. I3y taking title to the Property, a and agree to successors-in-interes~gfandumrand therAgreementner acknowledg be bound by this Me Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Ag er ement shall control. This Memorandum shall be binding upon and inure to the ,~. Succes_____ send Assi if ns. benefit of each of the parties hereto and their respective successors and assigns. ?r,~,,> > 5. Governing Law. This Memorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby confirm and acknowledge that this Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counter,~arts. This Memorandum may he executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER CITY CITY OF TUSTIN, a municipal corporation of the I3y: State of California Juli alick Bv: Name: f itle: AGENCY TUSTIN COMMUNITY REDEVF,LOPMENT AGENCY, a California redevelopment agency By: Name: Title: _ ATTEST: By: Pamela Stoker City Clerk APPROVF,D %S T FORM: ,1. a~, (yam ~~f~~L~ By: Dougl C. E{olland City Attorney 3 -~,»;~ t :>tate of California } SS. /~ = / '> - ~ i>x'il/l ! 61 i/, a notary public, ~Jn ' il.~ ~~ before e, ~ / C ~~~, - ~ ,who proved to me on the basis per. ally appeared ~f satisfactory evidence t the perseYe ut d thetsam~-r~i~lher~ b-t~authorized capalcitys~ies~'and that acknowledged to me that~~/"shelthe~ or the enti u on behalf of which the by l~isfher/iheirsignature(~'on the instrument the person(.rr};' tY P persortke'jacted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI'I~NESS my hand and official se Signature (Seal) ~ANCA YESS~NU ~pJ-01 Comml:slon ~ 1894696 ~~ry Publk - CdifonN~ 0-~ngt County ~___ _ ,,,,,<~ , State of California ) SS. County of ___----------) a notary public, before me, _, who proved to me on the basis !fin ~crsunally appeared _ whose name(s) is/are bed to the within instrument and ~:~f satisfactory evidence to be the person(s) acknowledged to me that he/she/they executed the e mo; S)lo thetentity upo tbehalf of whi h thend t at ~~y his/herltheir signature(s) on the instrument the p ( erson(s) acted, executed the instrument. l 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 ot~cial seal. Signature (Seal) -„~: ~- `.Mate of California ) ss. County of ) ,,fin before me, , a 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 ~y his/heritheir 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 ofticial seal. Signature (Seal) ,;>>;i_- EYHIBIT A >< e~al Description of Property Lot 38 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map filed in L3ook 344, Pages 42 through 47 inclusive of Miscellaneous Maps, records of Orange County, California. ,~ PSI : 43 2-462-29 ,,,,,~~ i ~~CH[BIT B Fully-Executed Project Implementation Agreement (See Attached) -,,,,;, i YRO.IECT IiVIPLE~tENTA"I'IOY ~~GREF.~IENT (Noise Reduction Improvements-Tustin Ranch Road Extension) Chic Project hnp(ementation Agreement (this "A~recment') is made and entered into as of the iiay ut '01 1, by and between the CITY OP 'fUS'I'IN, a municipal corporation of the State of Califo is ("City''), and the fIISTIN COi~[iVIUNITY REUEVGLOPMENT AGENCY, a California redevelopment agency ("Agency~~), on the one hand (City and Agency are collectively referred to herein as "City") and JAMES P. I.INUSEY <:nd MARSI-[A F. I.INDSF.Y on the other hand (collectively referred to herein as "Owner"). :~, Owner owns real property located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described un Exhibit A attached hereto and made a part hcreuf~. >3. City proposes to construct an extension of~ hustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"). C. City must implement applicable noise impact mitigation measures for the Project (the "Applicable Miti~,ation Measures") as set tiorth in the Final E[S/L1R for [he Disposal and Reuse of iViCAS hustin; Final Supplement #1 to the Final EIS/F.JR for the Uisposal and Reuse oi~;V1CAS'Custin for ~llrstin Ranch Road Cxtension-Walnut Avenue to Valencia North Loop Road (final Supplement); and ,addendum to the Final EIS/GlR for the Uisposal and Reuse of MICAS Tustin for "Lone Change (Specific Plan Amendment OS-002) (collectively, the "EIR"). D. The Applicable vlitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise fur specified residential and institutional properties located adjacent to the Project area (the "Property-Specific Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the "Noise Reduction hnprovements.") E. (hc technical studies in the EIR analysed the Noise Reduction hnprovements and found that thev arc sullieicnt to mitigate noise impacts resulting following the completion of the Project and the Project's operation at toll capacity. F. City is willing to provide Owner with a sum of money (the "'~1iti~~atiun Payment") sufficient to fund and compensate Owner fur (i) the complete implementation of the Noise Reduction hnprovements applicable to the Property; (ii) a license to enter the Property to document the Property's existin; condition; (iii) fire cooperation of Owner in City's installation of the Sound Wall abutting and~'or adjacent to the Property; and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/ur any future impact un the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, ur noise atU•ibutable to implementation of the Project and the Noise Reduction Improvements (collectively, '`Ancillary Costs"). ~,_ Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfzction of (i) Owner's right to installation of all applicable Noise Reduction improvements; (ii) Owner's grant to City oti a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound ~14'all; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. ,c,3 t5~ i NOW, IIIEKF-,FORC, in consideration ut the mutual promises, covenants and conditions cuntauted hl'rcln, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of~the parties, City and Owner a~,ree as fo11o~L's: -. Noise Reduction Imnruvcmectts. City and Uwner acknowledge and amtirm that, pursuant to the ~\pplicable Mitigation Measures, in connection with City's completion of tl:e Project, Owner is entitled to the installation on ur near the Property of the Noise Reduction Improvements set forth un Exhibit B attached hereto and made a part hereof. Owner further acknowledges and contirn~s that City is nut obligated pursuant to the ~\pplicable Mitigation Measures or otherwise to provide advance `ands for potential Ancillary Costs. ~_ Miti~~ation Payment City hereby agrees to pay Owner a Mitigation Payment in the (57,380.00), as amount of~ Seven Thousand Three Hundred Eighty Dollars and 00/100 Cent:; consideration tor, and/or in full satisfaction of all costs and expenses for (i) Ow~ner~(~~ ° er~s3~rant to installing the Sound Wall adjacent to or ahutting the Property as shown in Exhihit B; (ic) City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that arc listed on i:xhibit B; and (iv) future Ancillary Costs incurred ar suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further specifically cuniinns that such Miti~~ation Payment is suftici~nt to ftutd and provide the complete implementation of the Noise Reduction improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred or suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall be funded independently by City in addition to City's paycuent to Owner of the Mitigation Payment. 3. [m lamentation of Property Specific hnprovements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the ~litigatiun Payment tultclls City's obligation, if any, to cause installation of the Property-Specific improvements under the Applicable Mitigation Measures. Owner and Ciry agree and acknowledge that following delivery of the Mitigation Payment, City shall /rive no Ilu-ther obligation to cause the installation of any Property-Specific hnprovements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owr.er, or caused to he implemented by Owner as contemplated by this ~\grecment. }, Specifications and Gstimat_es forPropcrtv-Specific Improvements. Owner hereby acknowledges and conlirtns that City has obtained and provided Owner with specifications for, and an estimate of the cost to install, the Property-Specific hnprovements that are listed on Exhibit B, and that such estimated cost is less than the amount oi~the ivlitigation Payment. Acknowledacment and Certit.ication of Satisfaction of Applicable Mitisation_Measuros. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the .Applicable Mitigation Measures. (honer further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Nlitigatiun ~4easures, Owner is not entitled to further Noise Ilcduction hnprovements related to the Project, and City shall not be responsible to Owner ur its tenants for additional Ancillary Costs. ;r,:a;; i 6. Acknowledg<mcnt_s_and Release. Cwner acknowledges and confirms that 1i~llowing City's payment to Owner of the Mitigation Payment, City has no control over Uwner's timing of and ultimate installation of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use the Mitigation Payment for implementation of the Property-Specific hnprmcments or to satisfy any applicable Ancillary Casts. Owner farther acknowledges and agrees that City's perli~rmance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduct:on Improvements pursuant to the I:IR and/or for any future Ancillary Costs incurred ur suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. accordingly, Owner hcrcby agrees as follows: l:xccpt with respect to City's obligations under this Agreement and its obligation to construct the Sound Wall, Owner, for itself, and each of its representatives, agents, assis*,ns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its olticers, employees, representatives, agents, successors and assigns, Gom any and all present and future claims, damages, liabilities and causes ot~action, including, without limitation, any and all claims for personal ur bodily injury or death to any person, and for damage to the i'roperty or the property of any person, which are related to, arise out uf, result from, or are connected with (i) the installation of the Noise Reduction Improvements, including, but not limited to, the failure of the Noise Reduction Improvements to meet the standards set li~rth by the Applicable Mitigation Measures, failure of Owner to install the applicable Property-Specific hrprovements, and any damages to persons, the Property or personal property located upon the Property resulting from installation of the Noise Reduction Improvements by a contractor retained by Uwncr, or a contractor retained by City, or (ii) any ancillary costs for increased Meaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use or enjoyment of the Property sutlcred by Owner ur its tenants as a result of dirt, dust, or noise attributable to the implementation oh the Project or [Ile Noise Reduction hrprovements. Notwithstanding the foregoing, nothing herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or attributable to the negligent, reckless, ur wrongful conduct of City or any of its officers, employees, contractors, representatives, ur agents. b. 'T'here is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer loss, damages or injuries that are in some way related to the matters released, but which are unknown ur unanticipated at the time that this Agreement is executed. Hach person or entity executing this Agreement hcrcby assumes this risk and understands that to the extent of the releases set forth above, l"TITS AGRI?FMIiNT SHALL APPLY l'O ,ALL UNKNO~~'N UR UNANTICIPA"[~b:f) RESUL'T'S OP, UR R[:LAhFD "I O, THE MA"I'TERS RELEASED AE30Vl:, AS W'"ALL AS fIIOSE KNUWN AND ANTIC[PATf;D. Owner, and each of them, hcrcby expressly acknowledges that she, he ur it is familiar with section 1543 of the California Civil Cude which provides: A ~cneral release does not extend to claims which the creditor dues not know or suspect to exist in his or her Iavor at the time of executing the release. which if known by him or her must have materially allectcd his ur her settlement with the debtor. '6t•t;~ ~ Owner understands and acknuwled,es she significance and conseyuence of this specific waiver of section 1512. l laving the oppo-tunity to consuls with legal counsel, Owner expressly waives and relinquishes any and all rights and benefits which she, he or it may have under section l ~d2 of the Civil Cude to the tirll extent that such rights and benefits may be lawfully waived pertaining to the subject matter of this A~,reemcnt. 7. Documentation of Property Condition. [n consideration oC the payment of the Mitigation Pad meat, which includes an amount for Owner's grant to City of a license to enter the Property. Owner's installation of Projcet-Specific Improvements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the Cxterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to he present and accompany City's employees, representatives or a~,ents at all tunes they are present un the Property Icr such purposes. City agrees to hold harmless and indemnify Owner from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. ~lotices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal Express or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified ur registered, postage prepaid, and addressed as set forth below: ho City: City of Tustin 300 Centennial Way Dustin, CA 92780 Attention: ivtr. Ken Nishikawa Woodruff, Spradlin & Smart With a Copy To: X55 Anton [3oulcvard Costa Mesa, CA 92870 Attn: Douglas C. Holland Do Owner: James and Marsha Lindsey 2372 Caper Trce Drive Dustin, CA 92780 9. Successors and Assiens. This Agreement shall be binding upon and inure to the henefit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. 10. entire Agreement. No representations or covenants oC any kind other than those expressly contained herein have been made by either party hereto. ~Ihis Agreement may only he modilied or amended by an agreement in writing duly executed and delivered by each of the parties hereto. 1 l . Scverability. !f any provision of this instnunent, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may hc, shall not he at7~ected thereby. -I 1?, Memorandum of _~\_reement. Owner and City shall execute a memorandum of agreement pertaining to this :\greement, in the lbnn attached hereto as t?xhibit C. Such memorandum of agreement shall be recorded a~~ainst the property in the Official Records of Uran~,e County following execution of thereuf~. 13. Governins, l,aw• Phis Agreement shall be governed In acCOrdallCl wlth lhL laws ut the State of California. l ~1. Counterparts. "Phis Agreement may be executed in counterparts, each of which shall be deemed an ori;inal and which together shall constitute a single agreement. IN W1"I'Nt~SS \b'ilERI:OF, the parties have executed this Agreement as of the date lust written above. OWNER CITY • C1"TY OF 1'UST1N, a municipal corporation of the Bv. u _ State of California ames P. l.in~ scy I3y: Bv: / %^I. ~ '~ Name: - Marsha F. Lindsey Title: - - ~~GENCY TUS'fIN COMMUNITY RL:DEVGLOPME/NT. AG[:NCY, a California redevelopment agency By: Name: "Title: Al"TEST: 13y: Pamela Stoker City Clerk r\PPROVF.D AS ORM fay: _ LL Dough C. Holland C: ity A~torney EXHII3lT .~ Description of Property address: 2372 Caper ~l~rcc Drive 'Tustin, California 92780 Legal Description: Lut 36 of -Gael 7813 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 3a~1, Pages X12 through a7 inclusive of Miscellaneous Maps, records of Orange Cuunty, California. ~1PN: =t32--162-31 7r,3d55 ~ EYHIBIT Q noise Reduction Improvements Property-Specific Improvements applicable to the Property: Pursuant to IVti?igation Measure NR--I, replacement of two (2) windows having: a direct ~•ic~~~ of the proposed Tustin Ranch Road Cxtension located in second floor bedrooms with acoustic-rated window assemblies having a Sound l'ransmission Class (S'fC) rating of at least 3~ S~I'C, as further described in the .lanuary 26, 201 I assessment report prepared by Vista Environmental attached hereto. 2. ror purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-oi=Way on City property adjacent to the Property as generally depicted on the drawing attached to the January 26, 2011 assessment report prepared by Vista Environmental attached hereto. 7r„a;, i VISTA ~+ ~TVIRONI~IENTAL January 26, 201 l Ken Nishikawa "['ustin Legacy Development Services Manager Citv of Tustin 300 Centennial Way Tustin, CA 92780 SUBJECT: TUSTIN RANCH ROAD NOISE idIITIGATION FOR RECEPTOR 12 - 2372 CAPER TREE DRIVE. Dear Mr. Nishikawa: This letter details the required improvements to the residence at 2372 Caper Tree Drive (Receptor 12) in order to comply with the onsite mitigation described in the Supplement to the Finul EIS/EIR fir the Disposal and Reuse of the :Lfarine Corpc ~lir Station Trestin, California Ertension of Tustin Ranch Rocrd Bet-veen Walnut Avezure and the Future Ali~~nment of Valencia North Loop Road, prepared by Michael Brandman Associates, May 27, 2004. Mitigation Measure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Receptor 6. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or Glass doors that have a direct view of the proposed Tustin Ranch Road extension shalt be replaced with acoustic-rated window/door assemblies that have a Sound Transmission Class (STC) rating of at least 35 STC. Non-sensitive areas (e.g., bathrooms) do not require the implementation of any improvements. In order to determine the extent of improvements required for Receptor 12, representatives from Vista Environmental, Kenco Builders (562) 547-1993, and Gomez t-seating and Air Conditioning Inc. (877) 804-2891, met with Marsha Lindsey and performed a site inspection of 2372 Caper "free Urive on January 6, 2011 at 3:30 p.m. The site inspection consisted of testing the existing forced air unit for compliance and inspecting and measuring the upstairs windows for type and size. "the inspection found that the existing forced air unit meets the requirements of NR-3. The inspection also found that there are two windows located in the second floor bedrooms that do not meet the 35 S"CC rating requirements of NR-4. A summary of the inspection findings are shown on the attached Figure. The following table provides [he calculated costs to replace the two windows. "The bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are Windoor, white vinyl, dual pane, retrofit windows. 1 C2I DIDRIK$GN WAY LAGL'NA 3cACH CALIFORNIA 92651 ::-to~i: 949 S I O 5355 ACStMILE 949 715 3629 F:.cC i RONIC GRFG~a VISTAL3.COM °age 1 of !tem l[ilindow Size Cost Description Window-1 6'0"x3'6" $631.26 White Vinyl, Dual-Pane, Retrofit Frame, STC 35 Window-2 10'0"x3'6" $1,066.30 White Vinyl, Dual-Pane, Retrofit Frame, STC 35 labor $700.00 Remove/replace affected windows Paint $700.00 Paint affected areas Hardware $150.00 Miscellaneous Hardware Supervision $400.00 Profit/ Overhead $729.51 Permit Fees $0.00 No permits required Total Cost $4,377.07 The total calculated cost to replace the windows is $4,377.07. Additional details of the windows to be ordered are attached. Please call me at (949) ~ 10-5355 if you would like me to proceed with making the above improvements or have any questions related to the above. Sincerely, ~~ ~ a~~~ Greg Tonkovich Senior Analyst Vista Environmental VISTA ENVIRONMENTAL G21 DIDRiKSON `NAY LAUU>1A BEACH CALIFORNIA 92651 ?!;oVE 949 510 5355 -ACS[v1a.E 949 7l5 3529 LECT20N1C GREGCVISTALB.CObi PAGE 2 of 2 Aitigation: Provide forced air-ventilation on entire home if not existing. Provide 35 ;TC-rated windows/doors on 2nd floor. ~_____ _ - ~I~ 2372 CAPER TREE DRIVE ~• 12 EX1ST. LOT LINE ~I ii __ 19 ~ ~ 'I ~ . - ICI l Forced Air Unit - Trane iVlodel IVo. TUD080C94A80, 80,000 BTU, with air conditioning. Unit was checked and is capable of blowing air without heat or AC. Registers were checked and are located in all living areas. W/D # Room Size Material ~~_~ Bedroom 6' x 3'6" Windoor, white, dual pane, vinyl, retrofit. ~N_2 Master Bedroom 70' x 3'6" XOX Windoor, white, dual pane, vinyl, retrofit. Exterior -Window frames stick out 1" and are 4" wide. SOURCE: Ste visil on Janu 6 2011 at 3'.30 m met unto Marna L~.n ~ Receptor 12 VISTA ENVIRONMENTAL 2372 Capper Tree Drive __ _- -- ~ttiNd Quob -- _ ~.ind9ay Lumber Company ~';' B tsta s. varalt~olstt etis ~,r,,,,ar,S, la-1o7t3 ;e~.s>Zt+•s pta~ot lnlo~ - - - - eeopes we ~t -- :~to*ct =~ ~,obosfse ltntawt ~s 1a« "~' ~+ ~rNt o~c wt tarot ~1wy~vteWe odr~n ao: ~,,,~„~,.,; r¢woo BlALOEttE E: C.w.r ~M~ :4tMr tbdlK d ORfsl) ca~llue ~Y 3hlppMp lolereytlo~ ` c«aat calree nar...: nes..~ ?nai ~~ F~c _ __. .._ ~.. _ __ !i ~3 1.JCir01t _ ~~~ ' 7ri^iani+~ld (tTM1lU lilw).lle SM~ Ger 0.51, KT: O.eO FLl plse~IlleO[ t- tIM /Ul SaSOOY aI atuooo Illy Se~4 ~~ X07C VewtloYtpq(SMt 1K, t~ 11t; FryPMroler. YVAYC C-tlolsri ~uRMlr COlac 1VaNt ~i Old Cisr (YrYsO Girk EnM~ P7CR,st NeG M1rWtl M, QM-GIIM LNG ~ l.aR1~d (9N~ GiuK IaI1M GhM Ub NK ~ Filt Nellt, Fish T~G~ Thkl1 r. anr. ~ao.o.twx ~RgpTaui[ setwlc 9owl.nnt Pub Rd: so.rl cosec vMiR ~ ~ Clnnlwlla STC S6 - --------- ~..r.~...' _ - - ~ooa ~a:uo;e ~ls~ t 7uKrry, 6t7QT. Mv, RO ?7 s 42' UF: 0.b, StIG 0.51, KT: 0.00 -.~r t,.~Rnw tsrla Cwt ana snr aw ~!„ ve.anlwk r ».~ frt s. E.d~'r~ la c~s~a •~c+: s r• IsRI. calx YNI~ OOtbIM Ne: Al>rstMllr a-t our Gip u~ anwrsre CitrY Enngtr PaR+YK ^yeelt la+idd l4+Ab Gls~l: ~mNr Ciro Li OwbR~ FIMa rnidl r rrsr; Ctw Ttadl r. y ttr: eao~•«awc ^+aew -+.w. T9Pr srRrt7audt So+we 3aw11 +w PIA Rs! :kl! It~R CarrslnrMS: 9TC ~ t 7 ~ e1Rt~~ ?IarO 97 F.XffiI3IT C :Viemorandam of Proicct Implementation Agreement (See Attached) n,>a;~ i RF:CORDING REQUCSTED BY r\ND ~Vl [F:N RECORDED RETl1L City of Tustin :~ttn: ken Nishik<-wa 300 Centennial Way Tustin. CA 92740 t•:xempt from recording fee p~ (;uvemment Code tiff 6103 ai ANN: -432--462-31 iy~IF,yIORANDUM OF PROJECT IiV1PLEMENTATION AGREENIFNT This Memorandum of Project Implcmentation Agreement (this "Memorandum") is made and entered into as of the __ day of ; .'O1 1, by and betvicen the CITY OF TUS flN, a municipal corporation of the State of California ("City"), and the "rtJSTIN COMMUNITY RF_,DEVELOPMF.NT AGENCY, a California redevelopment agency ('`Agency"), on the one hand (City and Agency are collectively referred to herein as '`City"), JAMES P. LINDSEY and MARSHA F. LINUSL:Y on the other hand (collectively referred to herein as "Owner'). A. Owner and City have entered into that certain Project Implcmentation Agreement, dated as of 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in ti,c City of Tustin, County of Orange, State of California (the '`Property"), which Property is described on I:xhihit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the A~~reement and ull rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOVV, 'ff IEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: I. [~elinitions. ~~II capitalized words used herein, unless otherwise defined, shall have the mcanin~s ascribed to them in the Agreement. 3. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted none-time Mitigation Payment from City as consideration for, and/ur in full satisfaction of all costs and expenses t<,r, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) O•.vner's grant to City of a temporary license to enter ?r>3~r55 ~ i Space r\hovc This Linr Cor Recorders Use) the Property and document its existing condition; (iii) installation of fire Property-Specific Irnprovemcnts applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the ~~ereemcnt, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Pavmcnt to 1"und and implement the Noise Rcdtrction Improvements applicable to the Property, and confirmed its acceptance of such Mitigatiun Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction [mprovements and as hill payment tier the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigatiun Payment, Owner has continued City's fulfillment of its ohligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction [mprovements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific Improvements, and that any znd all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the ittitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assi~,ns, may have against City by reason of City's obligation to install the Noise Reduction [mprovements pursuant to the I~.IR and/or for any future Ancillary Costs incurred ur suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvcrnents. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance ut. the ;Mitigation Payment shall he sufficient consideration fix the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Ousts incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (t) "I~he waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property ur any part thereof By taking title to the Property, such heirs, successors. assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. 1~o the extent of any inconsistency between the A~.:reement and this Memorandum, the Agreement shall control. ~1. Successors and Assigns. This Memorandum shall be binding upon and inure to the henetit of each of"the parties hereto and their rospective successors and assigns. ,r,3a„ i ~. Governing, Law. This Memorandum shall he governed in acwrdance with the laws of the State ufCalifornia. G. Recordation. City and Owner hereby confirm and acknowledge that this Memorandum ,hall he recorded in the Official Records of Orange County. California, following execution. 7. Counter :p arts. This Memorandum may be executed in counterparts, each of which shall be deemed an uri~,inal and which together shall constitute a single agreement. IN Wl1'NESS WHEREOF, the parties have executed this Memorandum as of the date first written ahove. OWNER 13y: 13y: CITY CI"[Y OF TUSTIN, a municipal corporation of the State oti California Bv: _ Name: Title: aGF.NCY TUSTIN COMMUNITY REDEVELOPMENT ~\GENCY, a California redevelopment agency [3v: Name: "Citle: ~TTI;S'I': I3v: Pamela Stoker City Clerk :\I'1'ROVED ;\S 1'O FORM: [3y: ___ Douglas C. Holland City ~\ttorney 'e;ass i State of California ) } ss. Cuunty oC ________-) before mc, , a notary public, t~" __ -- ,who proved to me un the basis personally appeared - ut satistactory evidence to be the person(s) whose mm~e(s) is/are subscribed to the within instrument and acknowledged to me that he/sheithey executed the same in hisiher/their authorized capacity(ies), and that by hisiher/their signature(s) on the instrument the person(s), or the entity upon behalf ol~ which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY tinder the laws of the State of California that the foregoing paragraph is true and currect. W11'NI:SS my hand and oft-cial seal. Signature (Seal) ',63~t5~ l State of California ) ss. County of ___ _---) _, a notary public, belore me. wh d to me on the basis i)n _________- .----- personally appeared ___-_ whose name(s) is/are subscribed to the within instrun~cnt an e that he!shelthey executed the same in his~~l~er;their authorized capacity(ies), and t Zat ~~f satisfactoiiy evidence ro be the person(s) he entity upon behalf of which the ackncnvled~`cd to m by hisiher;'thcir signauire(s) on the instrument the persons • or person(s) acted, executed the instrument. - ~ ~NqL, fY OF PERJI;RY under the laws of the State of California that the fore«o~n~ 1 certify under E L para`,raph is true and correct. WITNESS my hand and otiicial seal. S i nature (Seal) -r,~~;; i State of California ) ss. County of _ _ ) On beti~rc me, ___ . a notary public, personally appeared _ ,who proved :o 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/herrtheir authorized capacity(ies), and that by his/heritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I ccrtify~ under PENAL~IY OF f ERJURY under the laws of the State of Caliti~rnia that the foregoing paragraph is true and correct. WI'I~If:S5 my hand and official seal. Signature (Seal) EXiIIBIT :~ Leal llescripti~.~n of Yropert~ Lut 36 of Tract 7813 in the City of Tustin. County of Orange, State of California, as shown on a map tiled in Book 3-1=1. Pares ~? throuch ~7 inclusive of Miscellaneous Vlaps, records of Orange County. California. ;11'N: -132--162-31 E~HII3IT B Fully-Executed Project implementation Agreement (See ~~uached) ;r,;~;; i RECORDING REQUESTED BY AND WFiF.N RECORDED RETURN TO: City of Tustin ,1Un: Ken Nishikawa 300 Centennial \Vay '['ustin, C~\ 02780 Exempt from recording fee per Government Code ti~ 6103 and 27383 i\PN: -t33_-t62_; t (space .above This Line fur Recorders Lac) ~IENIORANI)UM OF PROTECT IivIPLEivIEN"TATION AGREF.IVIENT this Memorandum of Prvject It)~pl nentation Agreement (this "Mcmoranduni') is made and entered into as of the ~_ day of / .201 1, by and benvicen the CITY OF "1'liSTIN, a municipal corporation ~ of the State of California ("City"), and the T[JS'I'IN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency"), un the one hand (City and Agency arc collectively referred to herein as '`City"), JAMES P. LINDSEY and MARS[iA F. LINllSEY on the other hand (collectively referred to herein as "Owner"). ,\ Owner and City have entered into that certain Project Implementation Agreement, dated as of ~~ 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as E, ihit B and incorporated herein by this reference. f3. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NO\V, "fHL:REFORE, for good and valuable consideration, the receipt and adequacy oC which are hercbv acknowledged, the City and Owner hereby agree and confirm as follows: -. [~etinitions. All capitalized words used herein, unless otherwise defined, shall have the mcanin~ss ascribed to them in the Agreement. ?. Terms of i~greement. (a) Pursuant to the Agreement, Owner has accepted none-time tititigation Payment from City as consideration for, andlor in full satisfaction ol'all costs and expenses tor, (i) Owner's cooperation in City's installation of a Sound 1Na11 adjacent to or abutting the Pmpem; (ii) Owner's grant to City of a temporary license to enter c;~ir, r t}ie Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation cf applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable ;Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific Improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the E1R and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the .Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof: fay taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 5. Governing Law. This Memorandum shall be ,overned in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby confirm and acknowledge that this Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counternarts. This Memorandum may be executed in counterparts, each of which shall he deemed an original and which together shall constitute a single agreement. IN WITNESS WHF,REOF, the parties have executed this Memorandum as of the date first written above. (1WNFR CITY CITY OF TUSTIN, a municipal corporation of the Mate of California By: es P. Lindsey ~ ~ ~~ By. lvame: y' Title: Marsha F. Lin sey .AGENCY TUSTIN COMMUNITY REDEVF,LOPMEN"[' ,AGENCY, a California redevelopment agency `3y: _ Name: Title: .ATTEST: 3y: Pamela Stoker City Clerk APPROVED A~;>aQ FORM: ~ `~ ~~fil~~1 3y: _ oue s C. Holland City 3 State of California } ss. County of ~ -) On ~ ~ 1 ~ } ~ 7 , a notary public, 1 („ I 1 before me, ~r ~ l ~ +vho proved to me on the basis personally appeared r'Sa ~nnP S ~~ +'n~~ of satisfactory evidence to be the erson(s) hose name(s) i are ubscri ed to the within instrument and acknowledged to me that he/sh theenstrumentthe perrs n(s)hor the entity upon~behalf f whi h thend that by his/he hey signature(s) on 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. W1"fNESS my }land and official seal. Signature (Seal) JULIE HUGAN Commission ~ 1815844 Z i ..,; Notary Public -California Z ~ • Riverside County M Comm. Ex fires Jan 7, 2014 ,r,z~sv i State of California ) ~ SS. County of ) On ___ __ before me, , a 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 inhis/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. t 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) 6i~jh l State of California ) ss. County of ) before me, _ , a notary public, (fin ,who proved *.o me on the basis personally appeared of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaciry(ies), and that by his/her/their signature(s) on the instrument the person(s), or the antity upon behalf of which the person(s) acted, executed the instrument. t 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) r„-~,e i EjQIIl3IT A Legal Description of Property Lot 36 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 3~4, Pages ~i2 through 47 inclusive of ;Miscellaneous Maps, records of Orange County, California. APN: X32-d62-31 ~r„ rr, t EYHIBIT S Fully-Executed Project Imalementation Agreement (See Attached) PROJECT 1MPLEMENTATiON AGREEiV1ENT (Noise Reduction Improvements-Tustin Ranch Road Extension} ~~. This Pro~ect Implementation Agreement (this "Agreement") is made and entered into as of the ' %~~ day of ?01 1, by and beriveen the CI"TY OF TUSTIN, a municipal corporation of the State of Californi ("City"), and the "TUSTIN COMMUNITY REDEVF,LOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as '`City"), and PATRICK SH[A CRABB and V ICKIE DEL CRABB, as Trustees of the Crabb Family Trust dated November 20, 2001, on the other hand (collectively referred to herein as '`Owner"). ;~. Owner owns real property located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and made a part hereof. B. City proposes to construct an extension of Tustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"). C. City must implement applicable noise impact mitigation measures for the Project (the "Applicable Mitigation Measures'') as set forth in the Final E[S/EIR for the Disposal and Reuse of MCAS Tustin; Final Supplement # I to the Final EIS/EIR for the Disposal and Reuse of MCAS "Tustin for Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loop Road (Final Supplement); and Addendum to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin for Zone Change (Specific Plan Amendment OS-002) (collectively, the "ElR"). D. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise for specified residential and institutional properties located adjacent to the Project area (the '`Property-Specific Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the "Noise Reduction Improvements.") E. l'he technical studies in the EIR analyzed the Noise Reduction Improvements and found that they are sufficient to mitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F. City is willing to provide Owner with a sum of money (the '`Mitigation Payment') sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Reduction Improvements applicable to the Property; (ii) a license to enter the Property to document the Property's existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property; and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to implementation of the Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). G. Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment fur and satisfaction of (i) Owners right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. Ih3~159.1 NOW. THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acla~owledged by each of the parties, City and Owner agree as follows: 1. 'Noise Reduction Improvements. City and Owner acknowledge and contirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction hnprovements set tbrth on Exhibit B attached hereto and made a part hereof. Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable Mitigation Measures or otherwise to provide advance funds for potential Ancillary Costs. ?. Mitigation P~ment. Ciry hereby agrees to pay Owner a Mitigation Payment in the amount of Fifteen Thousand Three Hundred Fifly Five Dollars and 00/100 Cents ($15,355.00), as consideration for, and/or in full satisfaction of all costs and expenses for (i) Owner's cooperation in installing the Sound Wall adjacent to or abutting the Property as shown in E_.~chibit B; (ii) Owner's grant to City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on Exhibit B; and (iv) future Ancillary Costs incurred or suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further specitically confirms that such Mitigation Payment is sufficient to fund and provide the complete implementation of the Noise Reduction Improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred or sutfered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall be funded independently by City in addition to City's payment to Owner of the Mitigation Payment. 3. Implementation of Property-Specific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the Mitigation Payment fulfills City's obligation, if any, to cause installation of the Property-Specific Improvements under the Applicable Mitigation Measures. Owner and City agree and acknowledge that following delivery of the Mitigation Payment, City shall have no further obligation to cause the installation of any Property-Specific Improvements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. Specifications and Estimates for Property-Specific Improvements. Owner hereby acknowledges and contrms that City has obtained and provided Owner with specifications for, and an estimate of the cost to install, the Property-Specific Improvements that are listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Acknowled~~ment and Certification of Satisfaction of Applicable Mitigation Measures. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable Mitigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Mitigation Measures, Owner is not entitled to further Noise Reduction Improvements related to the Project, and City shall not be responsible to Owner or its tenants for additional Ancillary Costs. 2 6. ~cknowle~ements and Release. Owner acknowledges and confirms that following City's payment o Owner of the Mitigation Payment, City has no control over Owner's timing of and ultimate installa ion of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use he Mitigation Payment for implementation of the Property-Specific Improvements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions o~~ this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that~Owner, and its successors and assigns. may have agair;st City by reason of City's obligation to install the Noise Reduction improvements pursuant to the E IR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. Accordingly, Owner hereby agrees as follows: a. xcept with respect to City's obligations under this Agreement and its obligation to :onstnict the Sound Wall, Owner, for itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from my and all present and future claims, damages, liabilities and causes of action, including, vithout limitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which are related to, arise gut of, result from, or are connected with (i) the installation of the Noise Reduction mprovements, including, but not limited to, the failure of the Noise Reduction mprovements to meet the standards set forth by the Applicable Mitigation Measures, allure of Owner to install the applicable Property-Specific Improvements, and any Iamages to persons, the Property or personal property located upon the Property resulting -rom installation of the Noise Reduction Improvements by a contractor retained by owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning and maintenance of the Property or improvements Located thereon incurred by Owner or is tenants and/or any impact on the use or enjoyment of the Property suffered by Owner ~r its tenants as a result of dirt, dust, or noise attributable to the implementation of the 'roject or the Noise Reduction Improvements. Notwithstanding the foregoing, nothing Herein is intended or shall be construed as a waiver by Owner or any third party of any ;laims caused by, resulting from, or attributable to the negligent, reckless, or wrongful :onduct of City or any of its ot~icers, employees, contractors, representatives, or agents. There is a risk that subsequent to the execution of this Agreement, Owner will discover, ncur or suffer loss, damages or injuries that are in some way related to the matters -eleased, but which are unknown or unanticipated at the time that this Agreement is :xecuted. Each person or entity executing this Agreement hereby assumes this risk and mderstands that to the extent of the releases set forth above, THIS AGREF,MENT ~I {ALL APPLY TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF, OR 2ELA"1'ED TO, THE MATTERS RELEASED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1542 of the California Civil Code .vhich provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her Favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. ~3a>~~. i C caner understands and acknowledges the significance and consequence of this specific v giver of section 1542. Having the opportunity to consult with legal counsel, Owner e:pressly waives and relinquishes any and all rights and benefits which she, he or it may hive under section 1 X42 of the Civil Code to the full extent that such rights and benefits may be lawfully waived pertaining to tre subject matter of this Agreement. 7. )ocumentation of Property Condition. In consideration of the payment of the Mitigation Payment, which includes an amount for Owner's grant to City of a license to enter the Property, Owner's installation of PYoject-Specific Improvements and Ancillary Costs, Owner hereby grants City the right to document at rea:,onable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s~~ shall have the right to be present and accompany City's employees, representatives or agents at all times they are present on the Property for such purposes. City agrees to hold harmless and indemnify Ownf:r from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out ot; or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Frderal Express or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certit3ed or registered, postage prepaid, and addressed as set forrh below: To City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Ken Nishikawa -vVoodruff, Spradlin & Smart With a Copy To: S~5 Anton Boulevard Costa Mesa, CA 92870 _~ttn: Douglas C. 1 Tolland To Owner: '?atrick and Vickie Crabb '?371 Silk Tree Drive "Tustin, CA 92780 9. successors and Assir~ns. This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. 10. ~,ntire Agreement. No representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. This Agreement may only be modified ur amended by an agreement in writing duly executed and delivered by each of the parties hereto. 1 1. ~everabili If any provision of this instrument, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of s.rch provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. :~ 76}459.1 12. Memorandum of Agreement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form artached hereto as Exhibit C. Such memorandum of agreement shall be recorded against the property in the Official Records of Orange County following execution of thereof. 13. Crovernint; Law. 'I~his Agreement shall be governed in accordance with the laws of the State of California. 14. Counterparts. This Agreement may he executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OWNER ~ ~~~ i f~ By: ~ ~ atrick Shia a Trustee, Cr b Family Trust, Dated November 20, 2001 // Y J / fay: ~1~ l Vickie el rabb, Tnistee, Crabb Family Trust, Dated November 2Q 2001 CITY OF TUSTIN, a municipal corporation of the Mate of California ~Y~. Name: Citle: - 1GF,NCY Z~USTIN COMMUNITY RE:DEVELOPMEN"T AGENCY, a California redevelopment agency By: ~`ame: Title: AT"I'EST: Icy: Pamela Stoker City Clerk APPRO AS TO FORM: t {3y: Douglas C. I-{olland City Attorney '(i3~S9.1 ~?C)iIBIT A Description of Property address: ?371 Silk Tree Drive Tustin, California 92780 Legal Description: Lot 46 of Tract i<088 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 323, Pages 27 through 30 of Miscellaneous Maps, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest Corner of Said Lot 46; Thence North 79°21' 14" East, 25.77 Feet Along the Northerly Line of Said Lot; 'thence South 53°21'38" Nest 23.54 Feet to a Point on tl~e Westerly Line of Said Lot, Said Point Being on a Non-'Cangent Curve Concave Southwesterly and Having a Radius of 47.00 Feet, A radial to Said Point Bears North 62°10'51" East; Thence Northwesterly 1 1.33 Feet Along Said Curve and 'Nesterly Line Through an Angle of 13°48'34" to the Point of Beginning. aPN: 432-424-52 763159 I EYHIBIT B Noise Reduction Improvements 1. Property-Specific Improvements applicable to the Property: A. Pursuant to Mitigation Measure NR-3, repiacement of the existing central heating system unit in game location, as further described in the February 3, 2011 assessment report prepared by Vista Environmental attached hereto. B. Pursuant to Mitigation Measure NR-~, replacement of three (3) windows and one (1) door having a direct view of the proposed "Tustin Ranch Road Extension located in second Cloor living areas with acoustic-rated window assemblies having a Sound Transmission Class (STC) rating of at least 35 STC, as further described in the February 3, 20l 1 assessment report prepared by Vista Environmental attached hereto. ?. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-of-Way on City property adjacent to the Property as generally depicted on the drawing attached to the February 3, 2011 assessment report prepared by Vista Environmental attached hereto. ~63a,9. i V~sT~ E~V~xo~~IE~T~L February 3, 2Ul 1 Ken Nishikawa Tustin Legacy Development Services iVlanager City of Tustin 300 Centennial Way Tustin, CA )2780 SUBJECT: TUSTIN RANCH ROAD NOISE 1~IITIGaTION ;FOR RECEPTOR 13 - ?371 SILK TREE DRIVE. Dear Mr. Nishikawa: This letter details the required improvements to the residence at 2371 Silk Tree Drive (Receptor 13) in order to comply with the onsite mitigation described in the St+pplement to the Final ELS/EIR fir the Disposal and Reuse of~ the _liarine Corps Air Station Tt+stin, Califi~rnia Extension cif Tustin Rnneh Road Between Walnut Avenue crud the Future .-lli~nment of Vale-icia ,North Loop Road, prepared by Michael Brandman Associates. May 27, 2004. Mitigation ;Measure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Keceptor 13. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or glass doors that have a direct view of the prcposed Tustin Ranch Road extension shall be replaced with acoustic-rated window/door assemblies that have a Sound Transmission Class (STC) rating of at least 35 STC. Non-sensitive areas (e.g., bathrooms) do not require the implementa?ion of any improvements. In order to determine the extent of improvements required for Receptor 13, representatives from Vista Environmental, Kenco Builders (~62) X47-1993, and Gi~mez Heating and Air Conditioning Inc. (877) 804-2891, met with Patrick Crabb and performed site inspections of 2371 Silk Tree Drive on December 14, 2010 at 2:00 p.m. and January 4, 201 I at 3:00 p.m. 'the site inspection consisted of testing the existing forced air unit for compliance and inspecting and measuring the upstairs windows for type and size. The inspection found that the existing forced air unit does not meet the requirements of NR-3, since the forced air unit is not capable of blowing air without the heater o:~~. In order to comply with NR-3, the forced air unit would have to be upgraded at a cost of 51,599.00. "fhe proposal from Gomez Heating and Air Conditioning is attached. The inspection also found that there are three windows and one door located in the second floor living areas that do not meet the 3~ STC rating requirements of NR-4. A summary of the inspection findings are shown on the attached Figure. :021 DIDRIK$ON WAY ~AGUNA BEACH CALffORN~ 9261 '?~oNE 949 510 53 5 ACSiMILE 949 71S X629 ~LECI'20;J!C GRi:G~~VISTALB.CO~I Page 1 of Z "The following table provides the calculated costs to replace the three windows and one door. The bid is based on the nearest available windows and door with an 35 STC rating to the existing windows and door. Additional details of the windows and doors to he ordered are attached. {tem `lYindowlDoor Size Cost Description Stationary window over 2' High slider, vinyl, dual- Window-1 (V/-1) 4'0"x6'1.5" $838.25 pane, nail-on frame, STC 35 Vinyl, dual-pane, sliding door, nail-on frame, STC Door-2 (D-2) 8'0"x6'8" $2,648.94 35 Vinyl, dual-pane, sliding window, retrofit frame, Window-3 (V/-3) 5'0"x4'0" $617.89 STC 35 Vinyl, dual-pane, sliding window, retrofit frame, Window-4 (V/-4) 5'0"x4'0" $617.89 STC 35 Remove/replace affected windows and door, Labor $1,800.00 reinstall wood frame and casing with sandblasted window at W-1. Paint $650.00 Paint affected areas Patch stucco, color coat around V'J-1, D-2 fog coat Stucco $1,000.00 Stucco at back of house Hardware $150.00 Miscellaneous Hardware Supervision $400.00 Profit/ Overhead $2,580.74 Permit Fees $450.00 A permit is required for nail-on windows/doors Total Cost 511,753.71 The total combined cost to replace the three windows, one door, and forced air unit is $13,352.71. Please call me at (949) X10-355 if you would like me to proceed with making the above improvements or have any questions related to the above. Sincerely, Greg Tonkovich Senior Analyst Vista environmental ~r IST.~ ~titiiR0~1,1'[ENTAL 1021 DIDRT.'iCSON WAY _At3LNA 3EACH CALiPORVIA 92881 ?4~ONF. 949 510 5355 ~ACSt"dtLE 949 7I5 3629 i.iCi3CN[C U~EGCa V'STALB.CCM ?:~cE 2 of 2 Ulitigation: Provide fiorced air-ventilation in entire home if not existing STC-rated windows/doors on 2nd floor. -- - --- /, `\ Provide 35 i 2371 SILK TREE DRIVE DRIVE ~ . ~ ~3 ~~ '~ ~ EX/ST. LOT LANE 18 Forced Air Unit -Day 8~ iVight 80,000 BTU, Model BU-9A. Unit was tested and is not capable of blowing air without heat. W/D # loom Size ?=xisting Material W-1 Staircase 6' 1.5";c4'- bottom 23.5" openable Sandblasted glass with wood frame fixed glass -alum. for openable D-2 Game Room 6'8"x8' Aluminum Dual Pane W-3 Bedroom 5'X4' Atrium Dual Pane Vinyl Almond Color Retrofit W-4 Bedroom 5'X4' Atrium Dual Pane Vinyl Almond Color Retrofit ~at3om ~, Receptor 13 ~~ VIS"I'A ENVIRONMENTAL 2371 Silk Tree Drive s~ :EATING & AIR CONDITIONING INC. 9641 Artesia blvd. Bellflower, ca. 90706 Phone 877-804-2391 Fax X62-866-2147 Contractor License ~# 920850 :Yloaday, January 31, 2011 Greg Tonkovich Re: 2371 Silk Tree Drive Tustin, Ca. 92780 'JVe hereby propose to furnish and install the materials and perform the labor necessary for the completion of: Replace existing central heating system trait in same location, with r,ow -American Standard Eton 80k 13TU lstage 80% AFUE furnace, installation includes: Removal and di~pusal of old equipment, connection to electrical and gas, connection to existing vent pipe. Connect to existing thermu~tat, install new washable filter, modify or add new return. :III work performed in accordance with local city codes. Cost includes: equipment, materials, labor and tax. S1.~99.00 bVarranty: 1 year labor, .5 year parts. 20 year heat exchanger * City permits are an additional cost, provided upon request Submitted by Gomez Iieating and air Inc. presented by ~icCas ; `).: in: Y Submitted bv: Gomez llcatin, <rnd iir Conditioning Inc Any ahcr:uu+ns ~~r .:c~ir.ri+m Ir+un ::Dove specifications involving extra costs will be executed only upon written orders and will be come an extra charge u~rr .m~ .ibu~e ;h~ i'ron~~;:d I';ice. All agreements contingent upon strikes, accidents or delays tx:yond our control. Oweer to carry tire. tornado anti utl:cr ccr.~~u~ i:~~ur:nc~ ~~pon above work. Workmen's compensation and public liability insurance r,n above work to be provided by.Gnmci . ~C:IU;let:u.a fir Inc. Lic. # 920850 Acccgtance of prot;u;al I'he above prices, sn:citications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified Date signature _ _ signature ~T~ ?roJsct intoalatbn __ _---- ?ro~aot: X00273 ^aba Rep: :'tin Axs DNlvary / Plctrupc DeYvary I Cualar~: '':NCO BUiLDER3 Conanarks: 3ilgnq inlotmadon come----_._~_ ___ Ada...,: Detailed Quote ~.indsay Lumber Dompany ~s~o~ s. Pamnount sera ?ar„nourrc, CA 90773 ~?rC111141 i ------~ .J- - ---- ,-,i.u ro: 273 Ruots ~ 1?J77/2010 ='frRDalat 12/7712010 ~ `a ~!. oelNary: I ilttet Recept of Order) i Shipplny Infomiatio~ ddraac ',1'G,~T~ ~~ ~+~ ,~~7i S Ian i ~ Fer `3am+~aettaAr: nrgart 'bm: ~o0t ~oeatloo: - --------,- 1 SUB UNiT 1 • Tuatdrtr, 83307, PW, Nst 4T 1? x 491/1' UF: 0.4a, SOC: 0.54. VIT: 0.83 NFS'47 1?x73' SUB UNIT 1 .7132' L.~mklaled (Sally Glaaa) and 3118' CUar SUB UNIT 2 - Tuscarry, 81307, HY, Nat 47 112'x23111" UF: 0.49, SGC: 0.51, YIT: 0.60 SUS UNIT 2 - 71ST LAminaMd (Sally t3taaa) and 3118' Clear Ct;MPOStTE:Totai Combination Chan2a ttv8 1 Sven though the diagram aF the gltda ~ not 1lne uD e:xaelly, mamrtaQuler witf tine up the grids when being built. "VerNy oomPcalOS aonflgtrretlerr alas aveBebiMY and pidnp wtlr Your 1oeoNon. Cerrlposi4 conllguraaana exasedfng 40 s4 R may z requhstleldglazbrg. t~ra Item CorransrAa: :tarn t Cvst+ Ouul. ~ 27a ~ 7r a ,231 ~rG~~~F D~ :~~ , ro:a~-dWx50'N T~acarry,813oT,PW,Md471@":451? UF:0.46.SGC: >srsm.-ovrw.+i,rrH o.s4.vLT.aea 7137 b.[Sl,ineled ($eMfr (3tass) srd 3i1er' C1eer ~m Ptao7rnw,t 1' Yefl fk7 Setbidt Mr uuow by, Fame Calor YITn7K Oped+al E7eerlor Color. Yorw, Carr Did Ghaad (~S1sd Gass): B+«9Y Not Amrelad AQ !;uasr Glass Liie OGbrc +~rterutlsa (Sa1nY GISMk Inver Gtaea LAS OMIOrC .^.:aar. Glee Thict t: ?.+32`, Gael TTfk* 2 Yte ; ':OgaGardlAAX: N0: Gtl F'MS NDrte; 'venh uanlposMa aaM4uptloa stea avalfaeBly end tci+n w!7 your ~a bcatlorL cort~posir prktpuaeons nxcaadrq t0 sR A may reA,~a 1etl t;~ :'w4 Cgmpprwnt Item: 2 RO Sts - ~ w ^ 1e N TaeCary, 8130T, 11V, Na147 7/7'x23 1?' Uf: 0.t9. SGC: vw~.o,a-w.2~,rtN a.et.vLr.o.eo rrr Lomr,lesc {saraty ~a1 ane 3n a' caear Fat Pleoenw~t t^ Nsll Fh SSDedt vM slrooo MeiG Stgtrq Disctia~ XOt Frans Odor. YVI,IM: Ot+tbti scerlor Cdlor. Yon: Glad+tF 07d Glamed (hgtland 3ta7atk ErwgY Pednasc Na Anleabd AR Oulr r;~ LiM OpUor[ Lald~slsd (SaASty Gaaal: btrlar 34as UIS Cpaon: Char. Grant 7Td71: 7l3T, Ghee ~,idc x uttr; EdpaCwaAM7t Na GasFeaG Nan; Y,ardb lypc Smrrrwdx Scaa,: Seies, yM+ PWI 7a/: ~verNy oa,posaa ~.5on sae aYailadfy and L7iriq MAIb Your MI~Itf loraelan. Cdr'poeas crn+eQtRteons a:asdn910 sa R rtwY ~e ifeld :71{1 CG171Q0 5Yb COfDQOMfi~ ibR :,ub Comb Stab CosnporlerR lC1 :aalrldaebser: 'rGlgard i:e11C 0003 Locatlga: '~~~ 1 Tuscany, 8631T, SO, RO 88' z 80' UF: 0.44, SOC: 0.4'3, KT: 0.52 7/12" Laminated ISa~y Glass) and 3118' Cbar Glass Upgrade Scrser- Fm Place111ent t' Nail Fin Selbade Sfzlbq Direction: XO: Exterior Rraah: VV17iM; b7tarior F'eliab: WMIe; Op8om1 F.xlwior Coin: Non« Glaz(rr¢ D7ral Gbt7d (b7suhMd Giss): Enet'ifY ~~ ~: TeftiPer'~ Yea; oubr GFaa Lib. optlor>: Lantrtabd (saf7riy Glassy baler Glass Lib rJption: CAsar: Gpa TMdt 1:7132': Glass TMdr 2: 3It8`, EdgaC~lAX: No; Gee Filled: Nons; Exbinia7 .lamb: Alo Jamb; Nandb Typo: SmartTaxiK Screen: Upgraded Suaen: Line Item Commend: NOTE vEE ADO ON LOIN FOR Dt~ LAl~M/Gl STC 35 ,.h,m p1 117 Z 71 1 ;~~7 j 5.~~~fr1FF /~~ -~~, ; : , ^~.m: coo. Lx„"°": g~ly: t Tus~y. 8140T, ifi/, fie180' x 48' tJF: 0.48. SC;C: 0.50. VLT: 0.59 f /1 i/3? LamineMd (3atetY ~) and alts' Char , +f~ Z~ar _ ' I - Fln Plerem~ HVlde Z~Bar. S6dln9 Dh~fon: XO: Frame Color. UVNRe: ~ N ExEMia Cola: Nor»; Glazkt¢ Qual Glased (lrnutamd Gtass): v' I O Energy PeckeDe: froC MneeMd N; Oiler pass Lin oF~: Laminaad ~ (SalMy Glees): Innis Glsss Lila Optlon: Char: Glast Thick t: 7(b2': I Glace Thick 2: 3f1G; Eeg..ca.rralrlax: "« Ges ~: ~: ~. . . - -- - - _1 TvCR ToudiC Sc~ssn: Saeen wdh Pur Rack L!ne Item CpM1Mrb: _ __ _ - - --- --- - E YHIBl'T C vlemorandum of Project [mplementation Agreement (See Attached) 11,31>y. t RECORDING REQUES~rED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa >00 Centennial `Nay Tustin, CA 92730 Fsempt from recu.ding fee per Government Code y§ 6103 and 27383 APN: ~t32-~I24-52 (Space Above This L'.ne for Recorder's L'se) dlEl\IORANDUM OF PROJECT ILVIPLEMENTATION AGREEMENT This Memorandum of Project Implementation Agreement (this '`Memorandum") is made and entered into as of the day of , 2U1 I, by and beriveen the CITY OF "I'USTIN, a municipal corporation of the State of California ("City"), and t enc TUS ~I the one hand (City REDEVELOPMENT AGENCY, a California redevelopmePATRICK( HIA CRABB and VICKIE DEL and Agency are collectively referred to herein as '`City"), CRABB, as Trustees of the Crabb Family "trust dated November Z0, 2001, on the other hand (collectively referred to herein as "Owner`). A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. g. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described un Exhibit A attached hereto and incorporated herein by this reference. ~, Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future ~~wners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. 7efinitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. 'Perms of Agreement. a) Pursuant to the Agreement, Owner has accepted cone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Walt adjacent to or 763~3~9.1 license to enter abutting the Property: (ii) Ow'ner's grant -o City of a temporary the Property and doc~lment its existing condition: (iii) end patio he + ~Ce property-Specific Improvements applicable to the I roperty; ' ( ) Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. ,b) Pursuant to the Agreement, d the suffiPiency of such Mitigation Payment to,tund acknowledged and conttrme It~able to the Property, and implement the Noise Reduction Improvements app ~' and confirmed its acceptance of suchableLNoise Reduction Imprlovementstantd as Owner's right to installation of apple full payment for the Ancillary Costs. Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has ;~) confirmed City's fulfillment of its obligation, if any, to cause installation oft e Property-Specific Improvemeness a hat City Ras uno furtherr obl gationut d cause Applicable Mitigation NoeseurReduction Improvements or Property-Specific installation of any Improvements, and thatnae fed byaOwneh. Property-Specific Improvements tot e Property shall be ample reed that `d) Pursuant to the Agreement, Owner has .~urther acknowledged andv~ nt of the City's performance of the provisions of the Agreement, including p' , Mitigation Payment, shall co l~,yner,f and ndst successors and assigns,nmayr have for any and all claims that against City by reason o the ElRsand/lo fos any future IAnh Mary Costs encurred [mprovements pursuant t or suffered by Owner cr (tm rovementsa result of implementation of the Project and the Noise Reduction p ,e) *reement, Owner has confirmed that its acceptance of the Pursuant to the Ag Mitigation Payment shales heirst successors a signs andrsuccesslors en~int rest in Owner and all of Owner and to the Property, from present and future claims, damages, liabilities an causes of action relating to the t ufferledt b Owner~or itsRenanu asmu h re eases or Ancillary Costs incurr..d ors Y are more particularly set forth in Section 6 of the Agreement. ~t~ "The waivers, releases, cblig Elbe bindingvupontOwnUer and allrofulOwner'soheirs, the Agreement are and shal or any part successors, assigns and successors-in-interest i su h hearse P ope ors assigns, thereof. By taking title to the Property, successors-in-interest aondndumrand the Agreementner acknowledge and agree to he bound by this Mem 3. Provis!Qns• To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. :f, Successors and Assi~• This MemOSUCCesaors and as b~ ding upon and inure to the benefit of each cf the parties hereto and their respecrive 7 634;9.1 5. Governing Law. This Memorandum shall be governed in accordance with the laws of the State of California. (,. 'Zecordation. City and Owner 1_ereby confirm and acknowledge that phis Memorandum shall be recorded fn the Official Records of Oran?e County, California, following execution. 7. ~"'uunterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single 2greement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date lust written above. ®WNER r ~ P• ~ck 5 :ia C b, / rustee, Cra Family Trust, Dated November 20, 2001 f' , By: ickie De ab , "Trustee, Crabb F ily Trust, Dated November 20, 2001 CITY CITY OF TL'S'TIN, a municipal corporation of the State of California By: 1Jame: Title: .AGENCY 1'USTIN COMMUNITY REDEVELOPMENT :AGENCY. a California redevelopment agency 3y: dame: Title: ,1TTES"I': 3y: Pamela Stoker City Clerk ~PPROV AS TO FORM: +~ 3y: Douglas C. Holland City Attorney 163459.1 State of California ) ss. County of ~~~~ ) On ~~~ `~~ i i o ~ ' ,~ A ~ ~I-G~,i r-, C ~}+~D i,va«~ a notary public, ~ ~ before r e, ~, ; ~~ sh~~ ~ ~,, ~, ti ,who proved to me on the basis personalty appeared U i~ 1--~ e ~~ 1 C ::.b b ~ k of satisfactory e~~idence to be the person vhosa nam.~igli~subscribed to the within instrument and acknowledged to me that hehhei~ executed the same in lri~k~i c~i authorized capacity es and that l,y l/~ signature s S n the instrument the person~or the entity upon behalf of whic the perso~acted, executed the instrument. l certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tnie and correct. WITNESS my hand and official Signatu (Seal) GIAN-PAOLO CAROINALE Commission #~ 1897958 Notary Publie -California i Orange County Cpl, Ex kea Jui 31, 2014 ~ ~~ 763di9.1 State of California 1 ) SS. County of _______.___.-) a notary public. On before me, who proved to me on the basis personally appezred of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument an acknowledged to me that he/shelthey ~ ument the ers n(r~)hios~l~~re/thn iry upon~behalf of h~~h tf1end that by his/her/their signature(s) on the ins r P person(s) acted, ~secuted the instrument. 1 certify under PENAL"I'Y OF PERJURY under The laws of the Stare of California that the foregoing paragraph is tree and correct. WITNESS my hand and official seal. Signature (Scat) 16)459.1 State of California ) ss. County of ) tin before me, , a 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. 1 certify under PENALTY OF PERJURY under she laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) ?634~y.1 F`:NIB[T A I egal Description of Property Lot 46 of Tract F088 in the City of Tustin. County of Orange, State of California, as shown on a map tiled in Book 323, Pales 27 through 30 of Miscellaneous M ips, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest Corner of Said Lot 45; Thence North 79°21' 14" East, 25.77 Feet :41ong the Northerly Line of Said Lot; 'Thence South ~3°21'>8" West 23.54 Faet to a Point on the Westerly Line of Said Lot, Said Point Being on aNon-Tangent Curve Concave Southwesterly and Slaving a Radius of 47.00 Feet, A radial to Said Point Bears North 6~°10'51" F-.ast; Thence Northwesterly 1 133 Fcet Along Said Curve and Westerly Line Through an Angle of 13°48'34" to the Point of Beginnin. APN:432-424-52 763 3 ~9. I RECORDING REQUF,STED I3Y AND `VFIEN RECORDED RETURN TO: City of Tustin :~ttn: Ken Nishikawa 300 Centennial `Vay Tustin, CA 927,,0 Exempt from reco.ding fee per Government Code~~'§ 6103 and 27383 ,1PN: 432-424-~~ (Space ~\bove -this Line for Recorders Use) 1~iEi\iORANDUM OF PROJEC'T' IMPLEMENTATION AGREEMENT This Memorandum~of Project Implementation Agreement (this '`Memorandum") is made and entered into as of the` day of YYl _ 'Ol 1, by and between the CI'CY OF TUSTfN, a municipal corporation of the State of Ca4iforniay ("City"), and the TUSTIN COMMUNITY REDEVF,LOPMENT AGENCY, a California redevelopment actency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City''), PATRICK SHIA CRAt3B and VICKIE DEL CRACiB, as Trustees of the Crabb Family Trust dated November 20, 200], on the other hand (collectively referred to herein as "Owner"). A. ~~wner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the `'Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. Q. I`he Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Jwner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations uncer the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, THEREFORE, for good and valusble consideration, the receipt and adequacy of which are hereby acknowledged, the City and (honer hereby agree and confirm as follows: 1. ~elinitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. forms of Agreement. a) Pursuant to the Agreement, Cwner has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses tor, (i) Owner's cooperation in City's installation of a Sound \i/all adjacent to or -~,.t~~ ( abutting the Property; (ii) Owners grant to City of a temporary license to enter the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future ~~ncillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. b) Pursuant to the A~eement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owners right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Keduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction hnprovements or Property-Specitic Improvc-nents, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. d) Pursuant to the Agreement, Owner has 'urther acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. ;e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. ,f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. 13y taking title to the Property, such heirs, successors, assigms, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsisten:y between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assigns. "this Memorandum shall be binding upon and inure to the benetit of each of the parties hereto and their respective successors and assigns. ~r„i~, i ti. :Joveming_Law. This Memorandum shall be governed in accordance with file laws of the State of California. 6. Zecordation. City and Owner Lereby confirm and acknowledge that this Ytemorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single ,agreement. 1N WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER CITY ~, CITY OF TUS'hIN, a municipal corporation of the Mate of California By: atrick Shia rab , i'n~stee, Crabb Family Trust, Dated Ncvem er 20, 2001 3y: ~> Name: ~ ~ it(c: By: Vickie D. r bb, Trustee, Crabb Family Trust, .AGENCY Dated Ncvember 20, 2001 TIJSTIN COMMUNITY REUF,VELOPMENT .AGENCY, a California redevelopment agency By: Name: hide: ATTEST: By: Parr_ela Stoker City Clerk APPROVED AS TO FORM: By: Douglas C. Etolland City Attorney 3 .r,~„ i State of California ) ss. County of ~j~'r3~'~ ~ } On I~ ~ ,Z ~~ before me, ~(~ (1~N~-}c~~v C ~-~?t7~aa~~ a :lo[ary public, personally a peered ck~ C ~<<!,b 1-~~-~~tc S~.v+ c,<<Lb, who proved to me on the basis of satisfactory evidence to be the erson~wh a name~is(~ subscribed to the within instrument and acknowledged to me that hefsl'te/ le executed the same in his{~err!~e authorized capacity( and that by his~/ignaturer~j on the instrument the persor~, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENAL"TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNF,SS my hand and official S i e,natu (Seal) GIAN-PAOLO CARDINALE Commission ~ t 897958 =: Notary Public -California z Orange County My Comm. Ex Tres Jul 31, 2014 h .157. ~ State of California ) ss. County of ) On before me, , a 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. 1 certify under PENALTY OF PERJURY under the laws of the State of California that *he foregoing paragraph is true and correct. WIT~IF,SS my hand and official seal. Signature (Seal) -~,z t:~ ~ State of California ) ss. County of _ ) On before me, , a notary public, personally appeared ,who proved to me on the basis of satisfactory e~ idence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged tc 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, ,:xecuted the instniment. i certify under P',NALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 1VITNESS my hand and official seal. S i anature (Seal) ~~„-~~~ i :~7S:H1B1T A I e~al Description of Prop Lut 46 of Tract £088 in the C ity of Tustin, County of Orange, State of California. as shown on a map tiled in Book 323, Pages 27 through 30 of Miscellaneous Maps, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest Corner of Said Lot 46; 'T'hence North 79°21' 14" East, 25.77 Feet Along the Northerly Line cf Said Lot; Thence South 53°21'38" West 23.54 Feet to a Point on the Westerly Line of Said Lot, Said P~~int Being on aNon-Tangent Curve Concave Southwesterly and Having a Radius of 47.00 Feet, A radial to Said Point Bears North 62°10'51" East; Thence Northwesterly l 1.33 Feet Along Said Curve and ~;Vesterly Line Through an Angle of 13°48'34" to the Point of Beginning. APN: 432-424-~2 -~„ - ', E~IIiBIT B Fully Executed Proiect Implementation Agreement (See Attached) Pi20JECT [N1PLEiv1ENTATION .~~GREEti1ENT (Noise Reduction Improvements=Dustin Ranch Road Extension) 'I'bis Project Implementation Agreement (this "A[~reement") is made and entered into as of the _ day of , ?Ol 1, by and between the C[TY OF TUS"TIN, a municipal corporation of the State of California ("City"), and the TUSTIN COMMUNITY RF,D[;VF-,LOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City''), and DANIEL L. ELLIS and SUSAN H. GLLIS (collectively referred to herein as "Owner'') on the other hand. A, Owner owns real property loc de d ribed on tyhtbitTA attached beret and madet a part California (the "Property'), which Property hereof. g. City proposes to construct an extension of 'Tustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"}, C. City must implement applicable noise impact mitigation measures for the Project (the "Applicable Mitigation Measures") as set forth in the Final EIS/EIR for the Disposal and Reuse of MCAS "Dustin; Final Supplement #l to the Final E1S/EIR for the Disposal and Reuse of MCAS Tustin for "Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loup Road (Final Supplement)°ecific Addendum to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin fur 'Lone Change (Sp Plan Amendment OS-002) (collectively, the "E1R"). D. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise for specified residential and institutional properties located adjacent to the Project area (the "Property-Specific Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the '`Noise Reduction Improvements.") E. Tlie technical studies in the EIR analyzed the Noise Reduction Improvements and found that they arc sufficient to mitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F, City is willing to provide Owner with a sum of money (the "Mitigation Payment") sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Re pucrttiyon Improvements applicable to the Property; (ii) a license to enter the Property to document the Prue s existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property: and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to implementation of the Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). (;, Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfaction of (i) Owner's right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject t the terms and conditions set forth in this Agreement. 1 ~h7~os i NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufticiency of which is acknowledged by each of the parties, City and Owner agree as follows: 1. Noise Reduction Improvements. City and Owner acknowledge and contirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction Improvements set forth on Exhibit B attached hereto and made a part hereof. Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable Mitigation Measures or otherwise to provide advance funds for potential Ancillary Costs. 2. Mitigation Payment. City hereby agrees to pay Owner a Mitigation Payment in the amount of Six Thousand Three Hundred Eighty Dollars and 00/100 Cents ($6,380.00), as consideration for, and/or in full satisfaction of all costs and expenses for (i) Owner's cooperation in installing the Sound Wall adjacent to or abutting the Property as shown in Exhibit B; (ii) Owner's grant to City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on Exhibit B; and (iv) future Ancillary Costs incurred ur suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further specifically confirms that such Mitigation Payment is sufficient to fund and provide the complete implementation of the Noise Reduction Improvements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred or sut~ered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall be funded independently by City in addition to City's payment to Owner of the Mitigation Payment. 3. Implementation of Property-Specific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the Mitigation Payment fulfills City's obligation, if any, to cause installation of the Property-Specitc Improvements under the Applicable Mitigation tileasures. Owner and City agree and acknowledge that following delivery of the Mitigation Payment, City shall have no further obligation to cause the installation of any Property-Specific Improvements, and any and all such Property-Specific [mprovements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. Specifications and Estimates for Property-Specific Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with speciftcations for, and an estimate of the cost to install, the Property-Specific [mprovements that are listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Acknowledgement and Certification of Satisfaction of Applicable Mitigation 1~teasures. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable Mitigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fulfills City's obligations to Owner under the Applicable Mitigation Measures, Owner is not entitled to further Noise Reduction (mprovements related to the Project, and City shall nut be responsible to Owner or its tenants for additional Ancillary Costs. 16710R.1 6. Acknowledgements and Release. Owner acknowledges and confirms that following City's payment to Owner of the ;Mitigation Payment, City has no control over Owner's timing of and ultimate installation of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use tfte Mitigation Payment for implementation of the Property-Specific Improvements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and Fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. Accordingly, Owner hereby agrees as follows: a. Except with respect to City's obligations under this Agreement and its obligation to construct the Sound Wall, Owner, for itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from any and all present and future claims, damages, liabilities and causes of action, including, without limitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which are related to, arise Dirt uf, result from, or are connected with (i) the installation of the Noise Reduction Improvements, including, but nut limited to, the failure of the Noise Reduction Improvements to meet the standards set forth by the Applicable Mitigation Measures, failure of Owner to install the applicable Property-Specific Improvements, and any damages to persons, the Property or personal property located upon the Property resulting from installation of the Noise Reduction Improvements by a contractor retained by Owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to the implementation of the Project or the Noise Reduction Improvements. Notwithstanding the foregoing, nothing herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or attributable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, or agents. b. There is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer foss, damages or injuries that are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is executed. Each person or entity executing this Agreement hereby assumes this risk and understands that to the extent of the releases set forth above, THIS AGREEMENT SHALL APPLY TO ALL UNKNOWN OR UNAN"I'1CIPATED RESULTS OF, OR RELATED TO, THE MATTERS RELEASED ABOVE, AS WELL AS "CHOSE KNOWN AND ANTICIPATED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1542 of the California Civil Cude which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must Dave materially affected his or her settlement with the debtor. ~b~iua.i Owner understands and acknowledges the significance and consequence of this specific waiver of section 1542. Having the opportunity to consult with legal counsel, Owner expressly waives and relinquishes any and all rights and benefits which she, he or it may have under section 1542 of the Civil Code to the full extent that such rights and benefits may be lawfully waived pertaining to the subject matter of this Agreement. 7. Documentation of Property Condition. In consideration of the payment of the Mitigation Owner's Payment, which includes an amount for Owner's grant to City of a license to enter the Property, installation of Project-Specific Improvements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to be present and accompany City's employees, representatives or agents at all times they are present on the Property for such purposes. City agrees to hold harmless and indemnify Owner from and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal Express or similar private commercial courier for next business day delivery or utherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified or registered, postage prepaid, and addressed as set forth below: To City: City of Tustin 300 Centennial Way "fustin, CA 92780 Attention: Mr. Ken Nishikawa Woodruff, Spradlin & Smart With a Copy To: 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. llolland To Owner: Daniel and Susan Ellis 2382 Coco Palm Drive Tustin, CA 92780 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benetit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. 10. Entire A~*reement. No representations or covenants of any kind other than those expressly contained herein Dave been made by either party hereto. This Agreement may only be moditied ur amended by an agreement in writing duly executed and delivered by each of the parties hereto. 1 1. Severability. (f any provision of this instrument, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to he invalid, as the case may be, shall not be affected thereby. 4 ?671UR.1 12. Memorandum of Agreement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form attached hereto as Exhibit C. Such memorandum of agreement shall be recorded against the property in the Official Records of Orange County following execution of thereof. 13. C~~yerning La~_v. Phis Agreement shall be governed in accordance with the laws of the State of California. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OWNE CITY r CITY OF "CU STIN, a municipal corporation of the By: State of California Da ' 1 L. El is By: san ! i. Ellis By: Name: title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: "title: ATTEST: By: Pamela Stoker City Clerk APPROVED S ORM: f, By: _ Douglas~C. Holland City Attorney ~~,~ i ox i EYHIBIT A Description of Property Address: 2382 Coca Palm Drive Tustin, California 92780 Legal Description: Lot 32 of Tract 8088 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 323, Pages 27 to 30, inclusive of Miscellaneous Maps, records of Orange County, California. APN: 432-424-19 767108.1 EXHIBIT B Poise Reduction lmarovements Property-Specific Improvements applicable to the Property: Pursuant to Mitigation Measure NR-4, replacement of two (2) windows having a direct view of the proposed Tustin Ranch Road Extension located in second floor bedrooms with acoustic-rated window/door assemblies having a Sound Transmission Class (STC) rating of at least 35 STC, as further described in the January 27, 2011 assessment report prepared by Vista Environmental attached hereto. 2. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-of-Way on City property adjacent to the Property. 767108.1 ~~~~~ ~l 1 1' ~~~1 \ 11~i'~1 i ~t~~ January 27, 201 l Ken Nishikawa Tustin Legacy Development Services ;Manager City of Tustin 300 Centennial Way 'Tustin, CA 92780 SUBJECT: TUSTIN RANCH ROAD NOISE MITIGATION FOR RECEPTOR 18 - 2382 COCO PALM DRIVF,. Dear Mr. Nishikawa: This letter details the required improvements to the residence at 2382 Coco Palm Drive (Receptor 18) in order to comply with the onsite mitigation described in the Supplement to the Final EIS/EIR fbr fire Disposal and Reuse of the ~t'larine Corps Air Station Tustin, Califi~rnia F._rtension of Tustin Ranch Road Benveen Walnut Avenue and the Future Aligrunent of Valencia ,North Loop Read, prepared by Michael Brandman Associates, May 27, 2004. Mitigation Measure NR-3 requires that forced air ventilation shall be provided for the second story of Receptor 18. Forced air ventilation has been determined to consist of a forced air ventilation system that is capable of blowing air without heat or air conditioning turned on and has vents in all habitable rooms. Mitigation Measure NR-4 requires that all second-story windows and/or glass doors that have a direct view of the proposed Tustin Ranch Road extension shall be replaced with acoustic-rated window/door assemblies that have a Sound "i'ransmission Class (STC) rating of at least 35 STC. Non-sensitive areas (e.g., bathrooms) do not require the implementation of any improvements. [n order to determine the extent of improvements required for Receptor 18, representatives from Vista Environmental and Kenco Builders (562) X47-1993, met with Daniel Ellis and performed a site inspection of 2382 Coco Palm Drive on January 12, 201 l at 11: I S a.m. The site inspection consisted of inspecting and measuring the upstairs windows for type and size and verifying that the forced air ventilation system is adequate. The inspection found that the existing forced air unit meets the requirements of NR-3. The inspection also found that there are two windows lucated in the second floor bedrooms that do not meet the 3~ STC rating requirements of NR-4. A summary of the inspection findings are shown on the attached Figure. The following table provides the calculated costs to replace the two windows. "1-he bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are Certainteed, white vinyl, dual pane, low-e, retrofit windows. "The Certainteed Corporation was contacted and through a review of their product line it was determined that they do not make iQ21 D1D3IKSON WAS' LACUNA 3EACH CALIFCRN[A 92661 SHONE 949 ~ 10 .3~ FACSIMILE 949 ', 15 35'_9 ELECTRONIC GREG`~2,ViSTAL3.CC~t Page 1 of 2 similar style windows with an S'I'C 3~. 'Therefore, the proposal is based on using Milgard windows, which is the manufacturer that had the closest match to the existing windows. Item 'endow Size Cost Window-1 10'X3'6 51,066.30 Vinyl, dual-pane, retrofit frame, STC 35 Window-2 6'X3'6" $631.26 Vinyl, dual-pane, retrofit frame, STC 35 labor $700.00 Remove/replace effected windows Paint $700.00 Paint affected areas Hardware $150.00 Miscellaneous hardware Supervision $400.00 Profit/ Overhead $729.51 Permit Fees $0 No permit required for retrofit windows Total Cost 54,377.07 The total calculated cost to replace the windows is $4,377.07. Additional details of the windows to be ordered are attached. Please call me at (949) ~ 10-5355 if you would like me to proceed with making the above improvements or have any questions related to the above. Sincerely, Greg Tonkovich Senior Analyst Vista F,nvironmental VISTA ~NVIR0~1.l~IENTAL :021 DiDRI?{SON W.4Y _AUIINA 3EACH CALIcORNIA 92651 7i0NE 949 510 5355 rACS:uILS 949 ?15 3539 SLuTRON(C ~'itiEU@ViSTAL3.CCM PAGE 2 of 2 Mitigation: Provide forced air-ventilation on 2nd floor if not existing. Provide 35 STC-rated windows/doors on 2nd floor. ~~ 23 CO CO PALM DRIVE VE ~ ~~ 2391 COG +- 1~ EXIST. LOT LINE EXIST. LOT L;,^JL' II 14 _--~ - Forced Air Unit - The homeowner stated that the forced air unit works adequately and is capable of blowing air without heat or AC. Registers were checked and are provided in all living areas on 2nd floor. W/D # Room Size Material W-1 Master Bedroom 10' x 3'6" XOX Certainteed -white, dual pane, low-e, retrofit. W-2 Bedroom e' x 3'6" Certainteed -white, dual pane, 'ow-e, retrofit. SOURCE: Ste visit on Janu 72 2077 at 7 T:15 a m met with Canal Ellia. ~ VISTA ENVIRONMENTAL Receptor 18 2382 Coco Palm Drive _. _ ~_. _ ~ ~~ QiJp4 CT B - - ---- -- _ Lindsay Lumber Cumparry ,5,~, ~. ~~ g"° ~~ :8xn.,,as ~*, ~ _ _. ~ o~ ~,,,,~„ aa...,,, ( Trewa; ~.oma~MUek yt1lar Raaait d Q'~YA 31iq lakr~tloe 31>~pip Y~aatlow - 4a0ot rpAipC adsaaan !+elMS: ~ ''Aonac FCC F!C ~ ~ r~r. snot, w Ro ~xa•: ~r ;~: aaa soc o.s+. v~r: ae0 nr ue+aw tsdrr ~~ .nd Slid' cr -~, F,aornat r roM FY SaiGa~ r.mooo ~ S+Iarq a.mK YO7S Vartlar Vw~t SaAK 1K, t Ij, iM; Frarna C.Obr. ~M+Ba: Opliw+al 11wb CAler. goof GYdl~ Oul GYSi (M~riYlaO GYaak Erwgy ~adadaa ~ Anrw40 Ak QMr GYS Ula ayalaie unrmad (Sammy :'~Mk krrf GYM Ua G7lIOR C1M1: GYn THldt 1: irJT. GYM TMdt 2: Jnd' EOpaOrdMiC Net Wa Fit Nart F1Ya>ta Tygt SmrlToudK Sec Soaw1.~M1 Vt~l Rak 9asan CaYc MMi81G Cina 4am ConMlnnik ~l'C ~ -- ---. . - -a~aMa~ d~0 J _ _- ---- - :tin: 0000 locrWO~ `#~: ~ Tcaorq, BnOT, FN, RO T! ~ ~T UF: 0.N. 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EYHIBIT C Memorandum of Project Implementation Agreement (See Attached) ~~~ios.i RECORDING REQUESTED E3Y AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording tee per Government Code §§ 6103 and 27383 APN: 432-424-19 ltipace Above This Line fur Recorder's Use) MEIViORANDUM OF PROJECT IMPLEMENTATION AGREEMENT This Nlcmorandum of Project Implementation Agreement (this "Memorandum") is made and entered into as of the day of , 2011, by and between the CITY OF TUSTIN, a municipal corporation of the State of California ("City"), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency'), on the one hand (City and Agency are collectively referred to herein as "City"), and DANIEL L. ELLIS and SUSAN H. ELLIS (collectively referred to herein as "Owner") on the other hand. A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. I3. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, 'hHEREFOKE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Detinitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted gone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City s installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter the Property and document its existing condition; (iii) installation of tl~e Property-Specific Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, OWr1L'C acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and contrmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific Improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this rtilemorandum and the Agreement. 3. Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 5. Governing, Law. This Memorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby coni7rm and acknowledge that this Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may be executed in counterparts, each of which sha11 he deemed an original and which together shall constitute a single agreement. [N WI"TNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER CITY CI"fY OF TUSTiN, a municipal corporation of the By: State of California Daniel L. Ellis By: By: _ Name: Susan H. Ellis Title: AGENCY TUSTIN COMMUNI"fY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Tit]e: ATTEST: By: Pamela Stoker City Clerk APPROVED AS TO FOR~~I: By: Douglas C. Holland City Attorney 3 State of California ) ) SS. County of. ) On before me, , a 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, eseeuted 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) '~„iuv i State of California ) } ss. County of ) On before me, , a 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 PF,RJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California ) ss. County of ______) a notary public, On before me, who proved to me on the basis personally appeared _ of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument an acknowledged to me that he/she/t~e~ tnem ndtlheperson('s)horhhe em ty upon~behalf of whi h thend that by hislher/their signature(s) on th 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) E}CI-iiBIT A Legal Description of Property Lot 32 of Tract ;3088 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 323, Pages 27 to 30, inclusive of Miscellaneous Maps, records of Orange County, California. -1PN: 432-424-19 7611110 1 };XHIBIT B Fully-Executed Project Implementation ASreement (See Attached) RECORDING REQUES fED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial ~'Vay Tustin, CA 92780 Exempt from recording fee per Government Code §§ 6103 and 27383 APN: 432-a24-19 ~tipace Abovc This Line for Recorder's Use) MEMORANDUM OF PRO.IECT IMPLEMENTATION AGRF;EMENT "Phis Memorandum of Project Implementation Agreement (this "Memorandum") is made and entered into as of the day of , 2011, by and between the CITY OF ~l'UST1N, a municipal corporation of the State of California {"City"), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City"), and DANIEL L. ELLIS and SUSAN H. ELLIS (collectively referred to herein as "Owner") on the other hand. A. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the '`Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attachcd hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, "THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: I. Definitions. All capitalized words used herein, unless othervise defined, shall have the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses tor, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the itnplementa[ion of the Project and Noise Reduction Improvements. (b) Pursuant ro the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the F,fR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has continued that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. {f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Properly, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. "I'o t}~e extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. -~,,i~w i 5. Gwernin~ l.aw. Chis 'vemorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby contirm and acknowledge that this ;Memorandum shall be recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. 'phis Memorandum may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written OWNi By: CITY CITY OF TUSTIN, a municipal corporation of the State of California fay: _ Name: By' Title: . usan H. Ellis AGENCY "TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTEST: 13y: Pamela Stoker City Clerk APPROVED AS T~FORM: Doug ash '. olland City Attorney 3 State of California ) ss. County of On ~j__(O~~ZQ ~~ before me, ~- , a notary public, personally appeared '~~ ~_ L, _ ~ ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) }~/are subscribed to the within instrument and acknowledged to me that }}~/yKe/they executed the same in ta,Ed/tyEf/their authorized capacity(ies), and that by l~is?i~,'I'/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. 0. K. SHAH Signature __„ m COMM...1799203 ~ U ~ NOtAA1t Pl~B~IC~CKIFO~ ~ rD ) 4RAN8E C0111tr1 MIS Tian Exp. Jur» 2~. 2pt2 'c,?IU~~ I State of California ) ) SS. County of ) On before me, , a 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. [ certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. W t"CHESS my hand and official seal. Signature (Seal) State of California ) ss. County of ) before me, , a notary public, l)n _ _, who proved to me on the basis personally appeared of satisfactory evidence to he the person(s) whose name(s) is/are subscribed to the witphin ry(truma,td that acknowledged to me that he/she/they executed the same in hislher/their authorized ca aci ies), by his/her/thcir 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 foreboing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT A Legal Description of Property Lot 32 of Tract 8088 in the City of tustin, County of Orange, State of California, as shown on a map tiled in Book 3?3, Pages Z7 to 30, inclusive of Miscellaneous Maps, records of Orange County, California. APN: 432-424-19 EYHIBIT B Fully-Executed Project Implementation Aereement (See Attached) -a~i~~y i PROJECT IMPLEMENTATION AGREEMENT (Noise Reduction Improvements--fustin Ranch Road F,xtensien) This Project Implementation Agreement (this "Agreement") is made and entered into as of the day of l c~ , 20l 1, by and between the CITY OF TUSTIN, a municipal corporation of the State of Califor a ('`City"), and the TUSTIN COMMUNITY RF,DEVELOPMEN"t AGENCY, a California redevelopment agency ("Agency''), on the one hand (City and Agency arc collectively referred to herein as "City"), and WEIDONG WANG and XINXIN QIAO, on the other hand (collectively referred to herein as "Owner"). A. Owner owns real property located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and made a part hereof. B. City proposes to construct an extension of Tustin Ranch Road from Walnut Avenue to Valencia North Loop Road (the "Project"). C. City must implement applicable noise impact mitigation measures for the Project (the "Applicable Mitigation Measures") as set forth in the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin; Final Supplement t~l to the Final EIS/EIR for the Disposal and Reuse of MCAS Tustin for Tustin Ranch Road Extension-Walnut Avenue to Valencia North hoop Road (Final Supplement); and Addendum to the Final E[S/EIR for the Disposal and Reuse of MCAS 'Tustin for Lone Change (Specific Plan Amendment OS-002) (collectively, the "EIR"). D. The Applicable Mitigation Measures require the construction of a sound wall (a "Sound Wall") in certain locations adjacent to both the eastern and western boundaries of the Project area, and the installation of certain property-specific improvements designed to abate noise for specified residential and institutional properties located adjacent to the Project area (the "Property-Specific Improvements") (collectively, the Sound Wall and Property-Specific Improvements are referred to in this Agreement as the "Noise Reduction Improvements.") E. The technical studies in the EIR analyzed the Noise Reduction Improvements and found that they are sufficient to -nitigate noise impacts resulting following the completion of the Project and the Project's operation at full capacity. F. City is willing to provide Owner with a sum of money (the "Mitigation Payment") sufficient to fund and compensate Owner for (i) the complete implementation of the Noise Reduction Improvements applicable to the Property; (ii) a license to enter the Property to document the Property's existing condition; (iii) the cooperation of Owner in City's installation of the Sound Wall abutting and/or adjacent to the Property; and (iv) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to implementation of the Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). G. Owner is willing to accept such Mitigation Payment and other good and valuable consideration as full payment for and satisfaction of {i) Owner's right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iii) Owner's cooperation in City's installation of the Sound Wall; and (iv) all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. ~bauby t NOW, I'i IEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, City and Owner agree as follows: 1. Noise Reduction lm~rovements. Ciry and Owner acknowledge and confirm that, pursuant to the Applicable Mitigation Measures, in connection with City's completion of the Project, Owner is entitled to the installation on or near the Property of the Noise Reduction Improvements set forth on Exhibit B attached hereto and made a part hereof. Owner further acknowledges and confirms that City is not obligated pursuant to the Applicable Mitigation Measures or otherwise to provide advance funds for potential Ancillary Costs. 2. Mit~ation Payment. City hereby alnees to pay Owner a Mitigation Payment in the amount of One 'thousand Dollars and 00/100 Cents ($1,000.00), as consideration for, and/or in full satisfaction of all costs and expenses for (i) Owner's cooperation in installing the Sound Wall adjacent to or abutting the Properly as shown in F',xhibit B; (ii) Owner's grant to City of a license to enter and document the existing condition of the Property in accordance with Paragraph 7 of this Agreement; (iii) installation of the Property-Specific Improvements that are listed on Exhibit B; and (iv) future Ancillary Costs incurred or suffered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment. Owner further speciftcally confirms that such Mitigation Payment is sufficient to fund and provide the complete implementation of the Noise Reduction (mprovements applicable to the Property and Owner is willing to accept such Mitigation Payment in full satisfaction of Owner's right to installation of the applicable Noise Reduction Improvements, and as full mitigation of, and in payment for any Ancillary Costs incurred or suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and/or activities required to construct the Sound Wall shall be funded independently by City in addition to City's payment to Owner of the Mitigation Payment. 3. Implementation of Property-Specific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the Mitigation Payment fulfills City's obligation, if any, to cause installation of the Property-Specific !mprovements under the Applicable Mitigation Measures. Owner and City agree and acknowledge that following delivery of the Mitigation Payment, City shall have no fiirther obligation to cause the installation of any Property-Specitc Improvements, and any and all such Property-Specific Improvements to the Property shall be implemented by Owner, or caused to be implemented by Owner as contemplated by this Agreement. 4. ~ecifications and Estimates for Property-Specific Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications for, and an estimate of the cost to install, the Property-Specific Improvements that are listed on Exhibit B, and that such estimated cost is less than the amount of the Mitigation Payment. 5. Acknowledgement and Certification of Satisfaction of Applicable Mitigation Measures. Owner and City hereby confirm and acknowledge that City's installation of the Sound Wall and payment to Owner of the Mitigation Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable 1~titigation Measures. Owner further agrees that the City's installation of the Sound Wall and payment of the Mitigation Payment fultlls City's obligations to Owner under the Applicable Mitigation Measures, OWner is not entitled to further Noise Reduction Improvements related to the Project, and City shall not be responsible to Owner or its tenants for additional Ancillary Costs. 2 6. Acknowledgements and Release. Owner acknowledges and contirms that following City's payment to Owner of the Mitigation Payment, City has no control over Owner's timing of and ultimate installation of the Property-Specific Improvements, if any, and City has no ability to ensure that Owner will use the Mitigation Payment for implementation of the Property-Specific Improvements or to satisfy any applicable Ancillary Costs. Owner further acknowledges and agrees that City's performance of the provisions of this Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assibms, tnay have against City by reason of City's obligation to install the Noise Reduction [ntprovements pursuant to the F,IR and/or for any future A~icillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. Accordingly, Owner hereby agrees as follows: a. Except with respect to City's obligations under this ,lgreement and its obligation to construct the Sound Wall, Owner, for itself, and each of its representatives, agents, assigns, successors-in-interest, knowingly and voluntarily releases and discharges City and each of its officers, employees, representatives, agents, successors and assigns, from any and all present and future claims, damages, liabilities and causes of action, including, without ]imitation, any and all claims for personal or bodily injury or death to any person, and for damage to the Property or the property of any person, which are related to, arise out of, result from, or are connected with (i) the installation of the Noise Reduction Improvements, including, but not limited to, the failure of the Noise Reduction Improvements to meet the standards set forth by the Applicable Mitigation Measures, failure of Owner to install the applicable Property-Specific Improvements, and any damages to persons, the Property or personal property Iecated upon the Property resulting from installation of the Noise Reduction Improvements by a contractor retained by Owner, or a contractor retained by City, or (ii) any ancillary costs for increased cleaning acid maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/or any impact on the use or enjoyment of the Property suffered by Owner or its tenants as a result of dirt, dust, or noise attributable to the implementation of the Project or the Noise Reduction Improvements. Notwithstanding the foregoing, nothing herein is intended or shall be construed as a waiver by Owner or any third party of any claims caused by, resulting from, or attributable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, or agents. b. "There is a risk that subsequent to the execution of this Agreement, Owner will discover, incur or suffer loss, damages or injuries that are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is executed. Each person or entity executing this Agreement hereby assumes this risk and understands that to the extent of the releases set forth above, TlIIS AGREEMEN"T SHALL APPLY TO ALL UNKNOWN OR UNANTICIPA"rED RESUL"I S OF, OR RELATED TO, "CHE MATTERS RELEASED ABOVE, AS WELL AS THOSE KNOWN AND AN"rICIPATED. Owner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section 1542 of the California Civil Code which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, ~vltich if known by l~im or her must have materially affected his or her settlement with the debtor. 764069.1 Owner understands and acknowledges the significance and consequence of this specific waiver of section 1542. Having the opportunity to consult with legal counsel, Owner expressly waives and relinquishes any and all rights and benefits which she, he or it may leave under section 1542 of the Civil Code to the full extent that such rights and benefits may be lawfully waived pertaining to the subject matter cf this Agreement. 7. Documentation of Property Condition. [n consideration of the payment of the i~1itigation Payment, which includes an amount for Owner's grant to Ciry of a license to enter the Property, Owner's installation of Project-Specific [mprovements and Ancillary Costs, Owner hereby grants City the right to document at reasonable times and upon written or verbal request the pre-existing condition of the exterior of the Owner's Property, which includes, without limitation, the right to document, videotape and photograph the pre-existing condition of the exterior of the Property. Owner or Owner's designated representative(s) shall have the right to be present and accompany City's employees, representatives or agents at all times they are present on the Property for such purposes. City agrees to hold harmless and indemnify Owner tiom and against any and all damage, claims, demands, actions, and causes of action for personal or bodily injury or death to any person or permanent damage to property of Owner proximately arising out of, or resulting from, the City's exercise of this right in a manner that is negligent, reckless, or involves wrongful misconduct. 8. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal Express or similar private commercial courier for next business day delivery or otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified or registered, postage prepaid, and addressed as set forth below: To City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Ken Nishikawa Woodruff, Spradlin & Smart With a Copy To: 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. Holland To Owner: Weidong Wang and Xinxin Qiao 2381 Apple Tree Drive Tustin, CA 92780 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. City and/or Agency may, at their/its option, assign their/its rights under this Agreement without obtaining the consent of Owner. 10. Entire Agreement. No representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. This Agreement may only be modified or amended by an agreement in writing duly executed and delivered by each of the parties hereto. I l . Severability. if any provision of this instrument, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of this instrument, or the application of such provision to persons or circumstances other than those as to which it is found to he invalid, as the case may be, shall not be affected thereby. 4 7Er1069 }~, Memorandum of A~reemThe form attacheddtlereto ashE~}hibit C teSu h memorandum of agreement pertaining to this Agreement, m agreement shall be recorded against the property in the Official Records of Orange County following execution of thereof. t 3. Governin~_Law. This Agreement shall be governed in accordance with the laws of the State of California. t4. Counterparts• This Agshame~nmaute a single agreementterparts, each of which shalt be deemed an original and which together IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OWNER ~~ / CITY OF TUSTIN, a municipal corporation of the ~~~~ 1/~.~-a~__-.----_ State of California By: Weidong Wang gy: Name: 13y: Title: Xinxi Qiao AGENCY TUSTIN COMMUNI"I'Y REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: ATTEST: Pamela Stoker City Clerk APPROVED S;I'~ ORM: By: /~/ ,~ Dougla~'C. olland City attorney ~e-u~t~y ~ EXHIBIT A Description of Property Address: 2381 Apple "[~ree Drive Tustin, California 92780 Lei>,al Description: Lot 21 of Tract 8088 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 323, Pages 27, 28, 29 and 30 of Miscellaneous Maps, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest corner of said Lot 21; Thence North 74° 19' OS" East 25.98 Feet along the Northerly line of said Lot; Thence South 59° 42' 02" West 21.71 Feet to the point of the Westerly line of said Lot, said point being un anon-tangent curve concave Southwesterly and having a radius of 47.00 feet, a radial to said point bears North 36° 36' 24" East; ['hence Northwesterly 7.41 feet along said curve and Westerly line through an angle of 9° Ol" 45" to the Point of Beginning. APN: 432-424-30 ~~ohy ~ EXHIBIT B Voise Reduction Improvements 1. Property-Specific Improvements applicable to the Property: None 2. For purposes of protecting the Property, a Sound Wall will be constructed within the Tustin Ranch Road Right-of--Way on City property adjacent to the Property as generally depicted on the drawing attached hereto. 764069. I '~ 0 rn ,~ C 2 "' T D Z ~_ ~ ~~ Z X n 2= ~ ~ ~ ~ OD z ~ ~ ~ O rn Z -1 7 r ~~ ~' D m a r g cN ^~ N n .' rti ~ m - ,` lu A Z~ ~ \ w i q '_ l~ . ~ o m a a ~ o cn ~, ~~a A ~. ~; ~~n J ~J ~,~ ? 1, c L `1 '-" ~ ~ ~ N 1 ~--- ~ a n z ~ ~ "i ~ ~~ A 3 ~ r~ ~ ~ ~ a o `' 2 o ~ ~ ~ _ry y ~ ~ --- ,_ _ ~I _ I ~ ~ '~ --~~ _ _ l _ '----__- I i ii ~ a ~ -~1V7` _ - _ I _ _ ~ ~ I ~ ANA_ / s'4xTA. FE CH i, ~,~ ~ _ - _ : _A~r1YE~ ~ ,: i, 4 r ~ ,~ - \\ ~~ -, -- RAW _ . ~~ -_ __ . ~ { ~ fi~ ~. ~ racy _a~~ \ `, II ~~ 11 ..~.i E'~/,ST i `1 \ ~_ aa_t`~ ~ ~.. I FALL ,\ - .; ~ ~ ~t _' _ ,tip, r, v ,~~ ~ ~ \ \ tiy, - - i~ ~r ,/~ :r v ! _ ~ r ,~ ~~ ~ r ~a ~f, _~ ~ ~ ~ ~;, ~~, o ~ . ~ lllj a I~ w~ i i i Z ~: A \. ~ < <„ ~~~ ~ ~ ~ ~ ~ i ~~77~~ ti o ~ ~ ~ ~, v \s~J I ~ i.~ll ~ I~ A ~~ ~ __ ~'~ I ~, ~ J cp J ~ ~I i ~., 1_ :~ A I ~~~ k ~ w l/- i ~ v~ ~~ ~ ~~ i °'-v yam. _ ~ ~ y ~~ C c~ ~a ~, z ~ ~~ I ~ ~ ~ ~ =~ o b b ~' a ~~ ~ ~~ r ~~ I. n =a f t b ~\ b ~ i ~`il . 8 ~ r N ~ !~~ ~ tTl ± '' ~ x: \ ~ oy a ~ a ~ ~ 'i U y ~ N ~7 ~ ;'~•, : - ~~, ~ I ~ I tT1 ~ . ~ ~4 ~ ` b s' C ~ C ~ _ ~ ~ ..~- - ~ " -'-- - ~ ~:`-~~ I~ ~ ~ ~ ~, IV '~~~ i ~ a , ~ i ~ ~i p ~ /~ ~ j i ~ I ~ ~. ~ 'I ~ 3 ~I / li j / ~- ~ ~,~ ' ''~ ~ ~ _ ~ ~ I ~ ~ J ~~ / ..,(f ~i , ~ ~~ I s _s ~ -~ -E-----~_ ~ !) EXHIBIT C Memorandum of Project Implementation Asreement (See Attached) 16.1069.1 RECORDING REQUESTED BY AND WHEN RECORDED RE"fURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92780 Exempt from recording tee per Government Code 3§ 6103 and 27383 APN: d32-424-30 (Space Above This Line for Recorder's Use) MEMORANDUM OF PROJECT IMPLEMENTATION AGREEMENT This Memorandum of Project Implementation Agreement (this "Memorandum") is made and entered into as of the day of _ , 2011, by and between the CITY OF TUSTiN, a municipal corporation of the State of California (`'City"), and the TUSTiN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency ('`Agency"), on the one hand (City and Agency are collectively referred to herein as "City"), WEIDONG W ANG and X1NX1N QIAO, on the other hand (collectively referred to herein as "Owner"). p,. Owner and City have entered into that certain Project Implementation Agreement, dated as of 2011 (the "Agreement"), which Agreement, as executed, is attached hereto as Exhibit B and incorporated herein by this reference. g. The Agreement affects and relates to that certain real propertyhi h Pro e ONis des~r bed P ny in the City of Tustin, County of Orange, State of California (the "Property"), on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all future owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as Follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall Dave the meanings ascribed to them in the Agreement. Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted aone-time Ylitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses for, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or (id069. I abutting the Property: (ii) Owner's grant to City of a temporary license to enter the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to fund and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has confirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Measures, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specific lrnprovements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from present and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Mcillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (~ The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency b~riveen the Agreement and this Memorandum, the Agreement shall control. ~}. Successors and Assisns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 764069. I i. Governint; Law. "I"his tilemorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby confirm and acknowledge that this Memorandum shalt he recorded in the Of~ticial Records of Orange County, California, following execution. 7. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER I3y: Weidong Wang By: Xinxin Qiao CITY CITY OF TUSTIN, a municipal corporation of the State of California By: _ Name: Title: AGENCY TUSTIN COMMUNITY REllEVELOPMENT AGENCY, a California redevelopment agency By: _ Name: "title: A~CTF:S"f: By: Pamela Stoker City Clerk \PPROVED AS "f0 FORM: By: Douglas C. Holland City Attorney 3 76dQ69.1 State of California ) ) SS. Counry of ) before me, , a notary public, On ,who proved to me on the basis personally appeared of satisfactory evidence to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herltheir 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 instnument. 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) ~ . 76.1069. State of California ) ss. County of ____ ) On before me, , a 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. f 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) ~r~oey i State of California ) ss. County of _ ) On before me, . a 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(ics), 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. WTTNESS my hand and official seal. Signature (Seal) 764069. I EYIIIBIT A l.e~al Description of Property Lot 21 of Tract 8088 in the City of Tustin, County of Orange, State of Califomia, as shown on a map Bled in Book 323, Pages 27, 28, 29 and 30 of Miscellaneous Maps, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest corner of said Lot 21; Thence North 74° 19' OS" Fast 25.98 Feet along the Northerly line of said Lot; Thence South 59° 42' 02" West 21.71 Feet to the point of the Westerly line of said Lot, said point being on anon-tangent curve concave Southwesterly and having a radius of 47.00 feet, a radial to said point bears North 36° 36' 24" East; l~hence Northwesterly 7.41 feet along said curve and Westerly line through an angle of 9° O1" 45" to the Point of Beginning. APN: 432-424-30 71r3U6y. I EXHIBIT B Fully-Executed Project Implementation Agreement (See Attached) 7E,~SOh9. I RECORDING RF,QUF:STED E3Y AND W'FIEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa X00 Centennial Way l'ustin, CA 92780 Exempt from recording fee per Government Code $~ 6103 and 27383 APN: 432-424-30 (Space P bove This Line for Kecorder's Use) MEMORANDUM OF PROJECT IyIPLEMENTATION AGREEMENT This Memorandt~m~ of Project [Pjplementation Agreement (this "Memorandum") is made and entered into as of the `Lf ~ day of ~I , 2011, by and between the CITY OF 'I'USTIN, a municipal corporation of the State of alifornia ("City"), and the TUSTIN COMMUNITY REll1~VELOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City"}, WEIDONG WANG and XINXIN QIAO, on the other hand (collectively referred to herein as "Owner"). A. Or,~ n~er and City have entered into that certain Project Implementation Agreement, dated as of ~ Z~'n 2011 (the ``Agreement"), which Agreement, as executed, is attached hereto as Exh bit H and incorporated herein by this reference. B. The Agreement affects and relates to that certain real property owned by Owner located in the City of Tustin, County of Orange, State of California (the "Property"), which Property is described on Exhibit A attached hereto and incorporated herein by this reference. C. Owner and City desire to execute this Memorandum to provide notice of the existence of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without limitation any and all fitture owners of the Property or any part thereof or any interest therein, and in no way modifies the provisions of the Agreement. NOW, WHEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Owner hereby agree and confirm as follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. "Terms of Agreement. (a) Pursuant to the Agreement, Owner has accepted aone-time Mitigation Payment from City as consideration for, and/or in full satisfaction of all costs and expenses tor, (i) Owner's cooperation in City's installation of a Sound Wall adjacent to or abutting the Property; (ii) Owner's grant to City of a temporary license to enter ~,.~„-n i the Property and document its existing condition; (iii) installation of the Property-Specific Improvements applicable to the Property; and (iv) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment to timd and implement the Noise Reduction Improvements applicable to the Property, and confirmed its acceptance ~f such Mitigation Payment as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment, Owner has contirmed City's fulfillment of its obligation, if any, to cause installation of the Property-Specific Improvements and Noise Reduction Improvements under the Applicable Mitigation Measw•es, that City has no further obligation to cause installation of any Noise Reduction Improvements or Property-Specitic improvements, and that any and all such Property-Specific Improvements to the Property shall be implemented by Owner. (d) Pursuant to the Agreement, Owner has further acknowledged and agreed that City's performance of the provisions of the Agreement, including payment of the Mitigation Payment, shall constitute full and fair compensation and consideration for any and all claims that Owner, and its successors and assigns, may have against City by reason of City's obligation to install the Noise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner or its tenants as a result of implementation of the Project and the Noise Reduction Improvements. (e) Pursuant to the Agreement, Owner has confirmed that its acceptance of the Mitigation Payment shall be sufficient consideration for the release of City by Owner and all of Owner's heirs, successors, assigns and successors in interest in and to the Property, from prasent and future claims, damages, liabilities and causes of action relating to the installation of the Noise Reduction Improvements or Ancillary Costs incurred or suffered by Owner or its tenants, as such releases are more particularly set forth in Section 6 of the Agreement. (f) The waivers, releases, obligations and covenants of Owner more fully set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigns and successors-in-interest in and to the Property or any part thereof. By taking title to the Property, such heirs, successors, assigns, successors-in-interest and other transferees of Owner acknowledge and agree to be bound by this Memorandum and the Agreement. 3. Provisions. To the extent of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. 4. Successors and Assigns. This Memorandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 5. Governing Law. This Memorandum shall be governed in accordance with the laws of the State of California. 6. Recordation. City and Owner hereby contirm and acknowledge that this Memorandum shall he recorded in the Official Records of Orange County, California, following execution. 7. Counterparts. 'I'bis Memorandum may he executed in counterparts, each of which shall he deemed an original and which together shall constihde a single agreement. 1N WITNESS WHEREOF, the parties have executed this Memorandum as of the date first written above. OWNER ('ITY - / CITY OF TUSTIN, a municipal corporation of the By: ~~.~it., ~(/ State of California Weidong Wang BY: MX-l~ Xinxin Qiao By: _ TJame: "Title: AGENCY TUSTIN COMMUNI"TY REDEVELOPMENT AGENCY, a California redevelopment agency By: PJame: "Title: ATTEST: By: Pamela Stoker City Clerk -, APPROVED A$ 4 ARM: 1 J Douglas/ '. Holland City Attorney 3 State of California ) ~ ~ R~ (,~) ss. County of _ ) AY ~`~ A ,-/ C)n /~ i ~ ! ~ before me. L L~ ~ R~ /~ ~ M ~ , a notary public, personally appeared M/ ~ j d ~ x1 ~ W 1f N G ~'G X ~ N X % ^~ ~ i A O ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ie re subscribed to the within instrument and acknowledged to me that kefsFtsf~esecuted the same in I~is~ter>' et authorized capacity(ies), and that by his~~er/ ei signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. f certify under PENALTY OE PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ c S i gnature~ (Seal) TERRY R. FINN Commission # 1765072 .-w - Notary Public -California D Z Orange County M Comm. Ex fires Sep 29, 2011 State of California ) ) SS. County of } On before me, , a 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. 1 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) State of California ) ss. County of ) On before me, _, a 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) ~~GU-o i EXNIB[T A Legal Description of Property I_ot 21 of Tract 8088 in the City of Tustin, County of Orange, State of California, as shown on a map tiled in Book 323, Pages 27, 28, 29 and 30 of Miscellaneous Maps, records of Orange County, California. Except that portion described as follows: Beginning at the Northwest comer of said Lot 21; "Thence North 74° 19' OS" East 25.98 Feet along the Northerly line of said Lot; Thence South 59° 42' 02" West 21.71 Feet to the point of the Westerly line of said Lot, said point being on anon-tangent curve concave Southwesterly and hay ing a radius of 47.00 feet, a radial to said point bears North 36° 36' 24" East; Thence Northwesterly 7.41 feet along said curve and Westerly fine through an angle of 9° Ol" 45" to the Point of Beginning. APN: 432-424-30 'r, tu-n 1 EYHIBIT B Fully-Executed Project Implementation Agreement (See Attached) ?r,~1u?U I