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HomeMy WebLinkAbout08 TUSTIN RANCH ROAD HOMEOWNER AGREEMENTS``~~z~~ ~ ~'~°"..' AG ~ N DA REPORT Agenda Item ~, ~ Reviewed: '~~~~-~~~~°~ City Manager -' Finance Director MEETING DATE: SEPTEMBER 20, 2011 TO: WILLIAM A. HUSTON, INTERIM CITY MANAGER AND EXECUTIVE DIRECTOR 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 requesting 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 2362 Fig Tree Drive (Receptor 3) and at 2362 Basswood Circle (Receptor 5). RECOMMENDATION It is recommended that the City Council and Tustin Community Redevelopment Agency: Approve the attached documents for 2362 Fig Tree Drive (Receptor 3) and 2362 Basswood Circle (Receptor 5) including the Agreement to Enter, Construct, and Permanently Convey Sound Wall; 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, subject to approval as to form with any minor non-substantive modifications required by the City Attorney and which shall not become effective for three business days, pending any request for review by the California Department of Finance {"DoF"). If DoF requests review of this Agency action, DoF shall have 10 days from the date of its request to approve the Agency action or return it to the Agency for reconsideration and the action if subject to review by DoF shall not be effective until approved by DoF; and 2. Appropriate $14,270 from unappropriated funds from the CFD 06-01 Fund (434) 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 homeowner during the duration of construction. The net project cost is $14, 270. Although RDA tax increment funds are not being proposed currently for this Agreement, the Agreement is proposed with both the Agency and the City. Pursuant to RDA Resolution No. 11-03 Tustin Ranch Road Extension, Receptors 3 & 5 Homeowner Agreement September 20, 2011 Page 2 adopted by the Agency on August 24, 2011, the Resolution authorized the City to take such other actions and execute such other documents as are appropriate to effectuate the intent of the Resolution and to implement the Enforceable Obligations Payment Schedule on behalf of the Agency. Home owner environmental mitigation is specifically identified within and consistent with the previous City Council actions on both the Final EIS/EIR and Final Supplemental #1 that is part of the Agency's bond obligations in the MCAS Tustin Project Area, as specifically related to the construction of Tustin Ranch Road. DISCUSSION AND BACKGROUND Phase 1 construction of the Tustin Ranch Road Extension Project is currently underway. Plans for Phase 2 of construction will soon be completed and construction bids will soon be 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 2362 Fig Tree Drive (Receptor 3) and 2362 Basswood Circle {Receptor 5), and these agreements and memoranda satisfy all City obligations related to these mitigation measures. ~;rJ ,~ j Christine A. Shingleton p Assistant City Manager Douglas S. Stack, P.E. Director of Public Works/City Engineer Attachment A: Agreement to Enter, Construct, and Permanently Convey Sound Wall {Receptor 3} Attachment B: Project Implemen#ation Agreement {Receptor 3} Attachment C: Memorandum of Project Implementation Agreement {Receptor 3} Attachment D: Agreement to Enter, Construct, and Permanently Convey Sound Wall {Receptor 5} Attachment E: Project Implementation Agreement {Receptor 5} Attachment F: Memorandum of Project Implementation Agreement {Receptor 5} S:lCity Council Items\2011 Council ItemsWpproval of Homeowner Agreements and Memorandum for Receptors 3 & 5 for TRR Extension Project CIP 7010t).docx ATTACHMENT A Agreement to Enter, Construct, and Permanently Convey Sound Wall (Receptor 3) RECt)RDINti REQUESTED BY AND WI1F.N RF.C©RDED RETURN 'f0: City of Tustin :Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 92380 6~empt from recording fee per Government Code §§ 6103 and ?7383 APN: 437-453-1 1 -- tSpaca Above This Line 8u ttecordcr's 113e> AG12EE1~1ENT TD ENTER CQNSTRUCT AND PERMANENTLY CONVEY St~UND WALL {Sound Wa}I--"T'ustin Ranch Road Extension} This Agreement To Enter, Construct, and Permanent}y Convey Sound Wall (this °`Agreement") is made and entered into as of the da of ~ TUSTIN, a municipal corporation of the State of California C~ `011, by and between the C}'TY OF (" ty"), and the TUSTIN COMMt1N[TY RI;I7EVEL,OPMENT AGENCY, a California redevelopment agency (""Agency"}, on the one hand (City and Agency are co}lectivcly referred to herein as "City"), and ERIK CANCIIE and ANGELA Z.HANG {aallectively referred to herein as "Grantor") on the other hand. A. Grantor 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. ~. City proposes to construct an extension of Tustin Ranch Road in ccnjunetion with its development of the Tustin Legacy project and implement, in connection with the extension of the road, the measures required by the Noise Mitigation Program for "Tustin Ranch Road Extension-Wahiut Avenue to Valencia North Lovp Road (the '`Project") as required by the Environmental Impact Report for the Project and related documents {the "Applicable Mitigation Measures"). C. In order to implement the Projec construct a sound wall (the "Sound Wall"} on the proposed to be located adjacent ter, upon a portion gencra}ly depicted on Exhibit B {the "Work"). and Applicable Mitigation Measures, City must western side of the Project, which Sound Wall is of; and/or abutting certain parts of the Property as I}. City desires temporary entry on, and access to, the Property for the [invited purpose of constructing the Work, and Grantor is willing to provide this right to enter and access subject to the terms and conditions set forth in this Agreement. 1:. To the extent that any part of the Sound Wal} is to be constructed and located upon a portion of the Property, City desires the right to constnrct the Sound Wal} upon such portion of the Property far the benefit of Grantor, and, effective following completion of construction, hereby conveys the portion of the Sound Wall located upon such portion of the Property to Grantor as a permanent fixture ;'+;Rt; %~1 1 appurtenant to the Property, and Grantor is willing to provide such ri~,hts and accept such conveyance subject to the terms and conditions set forth in this Agreement. 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 acknowledged by each of the parties, the parties agree as follows: (• Right of Entry Grantor hereby grants to City non-exc}usive permission to enter over and across, as well as to use the Property as is reasonable and necessary for the purpose of performing and completing the Work. Such access and use includes, but is not limited to access for ingress and egress by Ciry and City's employees, contractors, subcontractors and representatives {collectively "City's Agents"), and the doing of such other acts as are authorized or required in connection with the completion of the Work. No access to, entry upon, or use of the Property by the general public is authorised hereunder, and City shall not encourage or permit the general public to access, enter, or use the Property, and City and City's Agents shall not materially interfere with Grantor's use and enjoyment of the areas of the Property that are not subject to entry for construction of the Sound Wal}. ?. Right of Entry "ferm. "fhe term ("Term") of the Right of Entry provided in Paragraph I, above, shat} commence on the date hereof and al} of the rights, privileges and benefits under Section 1, above. shall expire upon the date of completion of the Work. 3. Rit7ht to Construct Sound Wall on Pro e Grantor hereby grants to City and City's Agents the right to construct part of the Sound Wall, for the benefit of Grantor, upon a portion of` the Property, including the right to remove, alter, or cfemolish any landscaping, hardscape, portion of any existing wall, or other improvements upon such portion of the Property and encroaching upon the proposed }ocation of the Sound Wall, and to connect the new Sound Wa}1 with any portion of an existing wall or improvements (orated upon the applicable portion of the Property, which existing wa}I is in close proximity to ar abuts the }ocation of the proposed Sound Wall. Grantor understands and agrees that some or al} of the Sound Wall may not be constructed upon the Property and that City shall not be obligated to construct any portion of the Sound Wa}I upon the Property if determined to be infeasible by the City, in its sole discreticm. ~. Conveyance of Portion of Sound Wall Followinsz Completion of Work. Fo}lowing completion of the Work, City hereby conveys to Grantor as a permanent fixture appurtenant to and part of the Property, such portion of the Sound Wall which is located upon the Property, and Grantor hereby accepts such conveyance of such part of the Sound Wall as a permanent fixture appurtenant to and part of its Property. From and after constnrction of the Sound Wall, Grantor hereby confirms that the portion of the Sound Wall located upon the Property shall be part of the Property and Grantor shall have the duty of maintaining such portion of the Sound Wall and the sole right to use and enjoyment of such portion of the Sound Wa}1. ~• No Interference with Grantor`s Use. Grantor covenants, represents and warrants that the construction of the Sound Wall upon a portion of the Property and subsequent conveyance of the portion of the Sound Wall located upon the Property wi}1 enhance Grantor`s property value by protecting it from noise associated with, andlor views of vehicles using "l`ustin Ranch Road, and construction and City's and City`s Agents' use of the Property as set forth in this Agreement shall be deemed not to materially interfere with the use and enjoyment of the Property by Grantor or Grantor's tenants, if any. 6. I:niry at Own Risk No Duty_to Warn. City and City's Agents shall access, enter and use the Property at hislherlits own risk and peril. Grantor shall have no duty to inspect the Property (or any ?bE,b'v i portion thereof) and na duty to warn of any latent or oatent defect, condition or risk which may exist on the Praperty. 7. Liens. City shall not permit to be placed against the Property, or any part thereof, any mechanics', materia}men's, contractors' or other }lens {collectively, the "~.iens") arising out of the acts or omissions of City or City's Agents hereunder. City hereby indemnifies and agrees to hold Grantor and the Property free and harmless from all liability far any and all such Liens, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs reasonably incurred by Grantor in connection therewith. If any such Liens shall at any time be recorded against the Property or portion thereof as a result of the Wark, City shall either (i) pay and discharge the underlying claim and cause a lien release to be recorded, ar {ii} furnish to Grantar a surety band or other security reasonably satisfactory to Grantor protecting Grantar against liability for such Lien and ho}ding the affected Property free from the effect of such Lien, or (iii} take another action sufficient to protect Grantor against liability far such Lien and bald the affected Praperty free from the effect of such Lien. - $. Hazardous Substances. City and City's Agents shall not use, store ar transport or allow the use, storage or transportation of any hazardous substances on or onto the Property. 9• !luthority to Execute. City represents and warrants to Grantar that the persons executing this Agreement far City are authorized to act for City and to enter into this Agreement and no permission or consent of any other person is required to approve this Agreement or perform hereunder. Grantor warrants and represents to City that Grantar is the sale owner of the Property and may execute and approve this Agreement and no permission or consent of any other person is required to approve this Agreement. 10. [ndemniflcation. City agrees to hold harmless and indemnify Grantar from and against any and a}) damage, claims, demands, actions, and causes of action for personal or bodily injury ar death to any person or permanent damage to property of Grantor proximately arising out of; or resulting from, City's execution of the Work and/or exercise of the temporary use and access rights and constntetion rights granted by this Agreement in a manner that is reckless ar involves neg}igence or wrongfu} misconduct. 11. Restoration of the Pr~erty. F,xcept for any portion of the Property that will accommodate the Sound Wall, upon completion of the Work. City shal}, at its own cast and expense, restore the Property to the same condition in which it was prior to City's entry. 12. Iocumentation of Proaerty Condition. In connection with City's indemnification of Grantor for damage to Praperty and obligation to restore the Property as set forth in this Agreement, Grantor hereby grants City the right to document the pre-existing condition of the Grantor's Praperty located in proximity to the location of the Work prior to City's entry and access to the Praperty, which documentation includes the right to document, videotape and photograph the pre-existing condition of such Praperty. I3. Subject to Extrinsic Conditions. Except as otherwise expressly provided in Paragraph 14, below, the rights of access to, entry upon, and construction upon the Property by City, as set forth herein, are subject to all easements, covenants, conditions, restrictions, reservations, rights, rights of way, encumbrances, assessments, leases and other matters of record, apparent ar of which City is ar should be aware, as such matters now or hereafter affect the Praperty or any portion thereof. l~. Grantor's Covenants Warranties and Re resentations Re ardin Leases Af=f ctin the roperty. Grantor agrees to provide notice to City of any oral or written Iease affecting the Property and to provide City with a copy of any such }ease. In the event the Property is ar becomes subject to a lease, then, nohvithstanding Paragraph } 3, above, Grantor covenants, warrants and represents that such lease does not prevent Grantor from entering into this Agreement, and that Grantor is authorized to grant the City the Right of Entry and to a}low the construction and City's and City's Agents' Gse of the Property contemplated by this Agreement. Grantor further covenants, warrants and represents that Grantor will take all actions and provide all notices to tenants required by such lease, if any, necessary to permit City to exercise the rights granted pursuant to this Agreement. Grantar hereby agrees to bald harmless and indemnity City and City's Agents from and against any and a}1 claims, damages, liabilities and causes of action arising out of the inaccuracy of any representations, or the breach by Grantor of any warranty or covenant, set forth in this Paragraph 14. 15. Notices. Any and all notices given ar delivered by any party hereto shall be delivered in person nr by Federal C:xpress or simi}ar 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: T° C qty: ECity of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Mr. Doug Anderson With a Copy To: Woodruff, Spradlin & Smart 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. Ho}land Ta Grantor: Erik Canche and Angela Zhang 2362 Fig Tree Drive Tustin, CA 927$4 l6. 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. 17. Entire A>~,reement. 'do 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 ar amended by an agreement in writing duly executed and delivered by each of the parties hereto. l 8. 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 invalid, as the case may be, shall not be affected thereby. 19. Survival. Grantor and City hereby confirm that the provisions of this Agreement, including, but not limited to, Paragraphs 3 and 4 of this Agreement, shall survive the expiration of the Term of the Right of Entry as provided in Paragraph 2, and all of this Agreement steal! remain in tu}} force and effect following such expiration of the Term of the Right of Entry. 20. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California. 4 ,.~.~,y ~ -'}. Kecordation. City and Grantor hereby confirm and acknowledge that this Agreement shall be recorded in the C~f~cial Records of Orange County, California, following execution. ?'_. Counterparts. This Agreement may Ee executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. IN WITNESS WF[EREOF, the parties have executed this Agreement as of die date first written above. C~RA-NTtlR E'ITY r~ CI"I'Y OF "I'US"I'IN, a municipal corporation of the ~y' `~' ~ hate of California Erik Canche Angelalhart~ ~% i3v: Name: _. Title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGEIv'CY, a California redevelopment agency ~~y. Name: Title: A'I'Z'F ST: 3v: Pamela Stoker City Clerk APPROVED AS '1'O FC)RM: 3y: ~as~C-~}~a~}``~ja. t t,r1 City Aitarney 'Writ,;') l State of California } ss. County of ~ '~ °~- _ _ _) CJn -~-- ~ ~ before me, _ , a notary public, personalty appeared ~~. ~ r" ~ :. ! _J _~ ~`ho proved to me on the basis ~~f satisfactory evidence to be~the ~er:~on(s) whose name(,~~ ts`ar~ s~ibscri~d to the within instrument and acknowledged to me that hs1~~~ executed the same in~r~thetr authorized capacit es ;and that by I1r~~the~-signature(s) on the instrument the persons , or the entity upon behalf of which tae persons} acted, executed the instrument. I certify under PENAL"fY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seah ~~_ Signature - ___ _._ ~ (Seal) ~STEV N yy+~r ~~1~1ir!~i1r~Ctp~ti:3ion #~ t l~'~ NaUty Pubihc - C,Nfornii 4ranpa County Co~-. E ea Mar 19 2013 State of~California ) 55. C`vunty 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 na~re(s} is/are subscribed to the within instrument and acknow}edged to me that lte/shelthey executed the same in hisfherltheir authorized capacity(ies}, and that by hislherltheir signatures} on the instrument the person(s), or the entity upon behalf or which the person(s) acted, executed the instrument. [ certify under PENALTY OF PERJURY under the laws of the State of California that ?he foregoing paragraph is true and correct. ` WITNESS my hand and official seal. Sitrmature (Sea}) ~~~_ t State of California j ss. County of ____ __ } On before me, , a notary public, ______. pcrsonaf }y appeared _ ,who proved to me on the basis of satisfactory evidence to be the persons} whose name{s} is/are subscribed to the within instrument and acknovvledged to me that helshe/they executed the same in his/herttheir authorized capaeity(ies), and that by his%her/their signatures} on the instrument the person(s), or the entity upon behalfof 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 (Sea}} State of California } ss. County of ) On before me, , a notary public, __.__~_ personally appeared _` ,who proved to me an 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 hisfherltheir authorized capaciry(ies}, and that by hislher/their signatures} on the instrument the persons}, or the entity upon behalf of which the persons} acted, executed the instrument. I certify under PENALTY C}F PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. S i ,mature (Seal) I/XHiBIT A LeEal Description of Property Lat 87 of'Tract'813 in the City of "Tustin, County of Orange, State of California, as shown on a map filed in E3ook 344, Pages 42 to 47 inclusive, of Miscellaneous Maps, records of Orange Cuunry, California. ;1PN: 432-453-1 1 ~?chibit B ~e~ction of Anticipated Approximate Sound Wall Location {See Attached) -~;~ -~; i O O ~, rn 0 ~c n ~~ m -~ ~ Z ~ ~ ~ D Z Xn ~ _ CA ~ --~ 0 -'~ "~ d m Z _) ~ :I i to i W ~ v a~ I 1 ', u, ! -~w~ ;, i ~ of >~~ ar.-p o v ciy O ~ ,' z ~' ~~n c~ .,~.~ ~ ~ - N,. ~z~ ~ ~~ .; ~ Q -, ~~ --~ x' n o `; ~ ;~ ti ~ ~ I `I ~ ~. ~~ ~ z~ ~~ R'~ ~ ~ ~ o ~ ., ~~ 0 0 b Z~ I I ~ r ~ m C7 ~ r„ d I~ r '' d -y ~ ~ ~,t i ~ ~ ~ Ch` ( ..~ ~ W r I ~ _ .,~ - ~~ ~` ~ ~ r '' ~ ~ ~ y v O 1 ~ ~~ ._,_,., r~ `y C j ~ „1 del (,'~ ,_ ~~ C 1 O~ w.O ~ ~~ 1 r N ~ c ~C'7 d 1 ~ GZj 00 ~ ~ `^+ ~ ~ c7 1 ~-- a ~ O M ~~ ~ i ~ ~ ~j ~" ~' 1 E' '~ ~ ~ ~.,~ 1~ ~ ~~ ~ ~{ __. --: ~Q ~ ~~ .,~ ! ~ - i. ~ i b ~ ~ 1 ~ ~''~ '1 + ~ A r ~ ~1 a ~ ~ . ^ a ~ ~ - ~ r- cH j ~ ~ r :,~ ~ ,~ I O 0 ~ `"~ = co ~^ ~_ I ~ ~ ~ M %~ < _ to W . ~~o 'rte- ~ ,Z ---~ ~ x I Y, ~ w I •_-. ~ _.__ b y~ .~~tA.., -..` tyC O i °a ~ H~ ~ ~ I " -•-___ i y WA~NU~ A t~tr `~ -.. _ ATTACHMENT B Project Implementation Agreement (Receptor 3) ~; 1 ROJECT iMPL,EMENTATION AGREEMENT (Noise Reduction Improvements-'Tustin Ranch Road Extension} "i~his Project Implementation Agreement (this ``Agreemenr''} is made and entered into as of the day of , 2011, by and beriveen the CITY OF TUS'I`IN, a municipal eorporaiion of the State of California ("City"}, and the TliST[N COMMUMTY RFDEVELOPME1v`T AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as °City"}, and ERIK CANCHE and ANGELALHANG (collectively referred to herein as "Owner'') on the other hand. 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. 13. 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/F.[R for the Disposal and Reuse of MCAS 1`ustin; Final Supplement # 1 to the Final E[S/E[R 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.IS1E[R for the Disposal and Reuse of MCAS Tustin far Lone Chang; {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 ot`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.") 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 cf 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) Owner"s grant to City of a limited right of access and entry to the Property to perform all activities related to construction of a portion of a Sound Wall pursuant to an Agreement to Enter, Construct, and Permanently Convey Sound Wall between City and Owner, the form of which is attached hereto as Exhibit C; {iv} the cooperation of Owner in Cry's installation of the Sound Wall on, abutting and/or adjacent to the Property; and (v} any future ancil.ary costs for increased cleaning and maintenance of` the Property and improvements Located thereon incurrc;d by Owner or its tenants and/or any future impact on the use or enjoyment of the Property suf~'ered 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, conveyance to Owner of that portion of the Sound Wall constructed on the Property pursuant the Agreement to Enter, Construct, and iG39y7 I Permanently Convey Sc>und Wall, i1"any, and other goad and valuable consideration as full payment for and satisfaction of {i) Owner's right to installation of all applicable Noise Reduction Improvements; {ii) Owners grant to City of a limited right of access and entry to City for purposes of performing all activities related to construction of the Sound Wall pursuant the Agreement to Enter, Construct, and Permanently Convey Sound Wall; {iii} Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iv) Owner's cooperation in City's installation of the Sound Wall; and {v} all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other Rood 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 lmprc>vements set forth an 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 ar 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 Thirteen Thousand Two Hundred Seventy Dollars and ~0/100 Cents {$13,270.00), and conveys to Owner al( right, title and interest in that portion of the Sound Wall constructed on the Property pursuant the Agreement to Enter, Construct, and Permanently Convey Sound Wall, if any, as consideration for, andlor in full satisfaction of all costs and expenses far (i} t}wner's cooperation in installing the Sound Wall on, abutting andlor adjacent to 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) Owner's grant to City of a limited right of access and entry to City for purposes of performing all activities related to constn~ction of a Sound Wall pursuant the Agreement to Enter, Construct, and Permanently Convey Sound Wall; {iv} installation of the Property-Specific Improvements that are listed on Exhibit B; and (v} 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 and all right, title and interest in that portion of the Sound Wall constructed an the Property. Owner further specifically confirms that such Mitigation Pavment and interest in, and title to, that portion of the Sound Wall on the Property are 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 and portion of the Sound Wall in full satisfaction of Owner's riryht to installation of the applicable Noise Reduction Improvements, and as frill mitigation of, and in payment far any Ancillary Costs incurred or suffered by Owner or its tenants. City acknowledges that any and all costs of materials, tasks and(ar 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 Prot~erty-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, ar caused to be implemented by Owner as contemplated by this Agreement. 4. ~ecifications and Estimates for Property-S~eciilc Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications far, and an 76.3997.1 estimate of the cost to install, the Property-Specific hnprovements that are listed on Exhibit B, and that such estimated cast is less than the amount of the Mitigation Payment. 5. Acknowledgement and Certification of Satisfaction of Applicable Mitigation IVicasures. Owner and City hereby confirm and acknowledge that City's installatian of the Sound Wall, conveyance to Owner of that portion of the Sound Wall an the Property, and payment to Owner of the Mitit,~ation Payment constitutes full implementation oE' the Noise Reduction Improvements for the Ptoperty as required by the Applicable Mitigation Measures. Owner further agrees that the City's installation of the Sound Wall, conveyance to Owner of that portion of the Sound WaII on the Property. 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 Casts. 6. Acknowledgements and Release. Owner acknowledges and confirms that fallowing City's payment to Owner of the Mitigation Payment, City has no control over Owner's timing of and ultimate installatian of the Property-Specific Impravements, 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 Casts. 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 far any and all claims that t)wner, and its successors and assigns, may have against City by reason of City's obligation to install the Naise Reduction Improvements pursuant to the EIR and/or for any future Ancillary Costs incurred or suffered by Owner ar its tenants as a result of implementation of the Project and the Noise Reductian Improvements. Accordingly, Owner hereby agrees as follows: a. Except with respect to City's obligations under this Agreement and the Agreement to Enter, Construct, and Permanently Canvey Sound Wall, and City's obligation to construct the Sound Wall, Owner, far 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, Pram any and all present and future claims, damages, liabilities and causes of action, including, without limitation, any and ail claims far personal or bodily injury or death to any person, and for damage to the Property ar the property of any person, which are related to, arise out af, result from, ar are connected with (i} the installation of the Noise Reduction Improvements, including, but not limited ta, the failure of the Noise Reduction Impravements 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 tom installation of the Noise Reduction Improvements by a contractor retained by Owner, or a contractor retained by City, ar (ii} any ancillary casts far increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants and/ar any impact on the use or enjoyment of the Property suffered by C)wner ar its tenants as a result of dirt, dust, ar noise attributable to the implementation of the Project or the Naise Reductian Improvements. Notwithstanding the foregoing, nothing herein is intended ar shall be construed as a waiver by Owner ar any third party of any claims caused b_y, resulting from, or attributable to the negligent, reckless, or wrongful conduct of City or any of its officers, employees, contractors, representatives, ar agents. b. There is a risk that subsequent to the execution of this Agreement, Uwner will discover, incur or suffer loss, damages ar injuries that are in some way related to the matters released, but which are unknown or unanticipated at the time that this Agreement is ~~,~v7. t executed. Each person ar entity executing this A~~reement hereby assumes this risk and understands that to the extent of the releases set forth above, THIS AGREEMENT SHALL APPLY '['O ALL UNKNOWN OR UNANTICIPATED REStiLTS OF, OR RELATED TO, THE MATTERS RELEASED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED. Uwner, and each of them, hereby expressly acknowledges that she, he or it is familiar with section ] 542 of the California Civil Cade which provides: A general release does not extend to claims which the creditor does rat know or suspect to exist in his ar her favor at the time oi' executing the release, which if known by him or her must have materially affected his ar her settlement with the debtor. 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 r-it= is 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 he lawfully waived pertaining to the subject matter of this Agreement. 7. ~ocumentatian 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 Casts, 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 representatives} shall have the right to be present and accompany City's employees. representatives or agents at all times they arc present on the Property far such purposes. City agrees to hold harmless and indemnify Owner from and against any and all damage, claims, demands, actions, and causes afaction 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 cx' by Federal Express or similar private commercial courier far next business day delivery ar otherwise deposited in the United States mail in the County of Orange, Sate of California, duly certified ar registered, postage prepaid, and addressed as set forth below: ['o City: City of"Tustin 300 Centennial Wav 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 4 763997.1 fo ©wner: Erik C~anche and AngelaGhang 2362 Fib Tree Drive Tustin, CA 92780 9, Successors and Assigns. This Agreement shall be binding upon and ;pure to the benefit of each of the parties hereto and their respective successors and assigns. City andlar Agency may, at their/its option, assign their/its ri~hts 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. 1 L Severabilit_y. if any provision of this instrument, or the application thereof to any person or circumstances, a 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 be, shall not be affected thereby. 12. Memorandum of Agreement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form attached hereto as Exhibit D. Such memorandum of agreement shall be recorded against the properly in the Official Records of Orange County following execution oi'thereof. 13. Governing Law. "I~his Agreement shall be governed in accordance tivith 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. (,SIGNATURES ON FOLLOWING PAGEJ 703997. l 1N WI"i'NESS WHEREOF, the parties have executed this Agreement as of the date first written above. CII I2ANT0~2 By ~~ rrrik Canche By. Angela Zhang CITY CITY OF TUSTIN, a municipal corporation of the State of California By: Name: "Fitle: AGENCY TUSTIN COMMUNITY REDEVE;I~OPMENT AGENCY, a California redevelopment agency By' - --- __ Name: Title: ATTEST: By: Pamela Stoker City Clerk APPROVED AS TO FORM: i By: ~._...._ City Attorney J 6 n,39~~. i 1/x~><13><T a Description of Property ,Address: 2362 Pig Tree Drive Tustin, California X2780 Le~~al Description Lat 87 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map filed ire $ook 344, Pages 42 to 47 inclusive, of Miscellaneous Maps, records of Orange County, California. APN: 432-453-] ] ?639y7.1 E~CHIBIT B `toise Redaction Improvements l . Property-Specific Improvements applicable to the Property: Pursuant to Mitigation ?vleasure tiR-4, replacement of two (2} windows having a direct view of the proposed 'Tustin Ranch Road Extension located in second Hoar bedrooms with acoustic-rated window assemblies having a Sound I'ransmissian Class (STC) rating of at least 35 STC, as further described in the January 27, ?Ol 1 assessment report prepared by Vista Environmental attached hereto. 2. For purposes of protecting the Property, a Sound Wall will be constructed on ar abutting the Property, and/or within the Tustin Ranch Road Right-of--Way an City property adjacent to the Property. The anticipated location of the Sound Wail is generally depicted on the drawing attached to the January 27, 2011 assessment report prepared by Vista lnvironmental attached hereto; however, the exact location ofthe Sound Wall is subject to change in the City"s sole discretion. ?fis999. ~l~sT~ E~v~xo~~~~rT~~ January 27, 2411 Ken Nishikawa Tustin Legacy I3evelopment Services Manager City of Tustin 344 Centennial Way "Tustin, CA 92784 SIIR,TECT. TUSTIN RANCII ROAD NOISE MITIGATION IFOR RECEPTOR 3 - 2362 i+IG 'TREE DRIVE. Hear Mr. Nishikawa: This letter details the required improvements to the residence at 2362 Fig Tree Drive (Receptor 3} in order to comply with the onsite mitigation described in the Supplement to the Fr`nal E1`SIEIR fir the Disposal and Reuse of the Marine Corps Air Station Tustin, California Extension of Tustin Ranch Road Between Walnut Avenue and the Future Alignment of Ctalencia North Loop Road, prepared by Michael Brandman Associates, May 27, 2044. ;Mitigation Measure NR-3 requires that forced air ventilation shall be provided for the all habitable areas of Receptor 3. 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 ail second-story windows andlor glass doors that have a direct view of the proposed Tustin Ranch Road extension shall be replaced with acaustic- 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 3, representatives from Vista Environmental, Kenco Builders (562) 547-1993, and Gomez Keating and Air Conditioning Inc. (877) 844-2891, met with Eric Canche and performed a site inspection of 2362 Fig Tree Drive on January 14, 241 t at 4:40 p.m. The site inspection consisted of testing the existing forced air unit for compliance and inspecting and measuring the upstairs windows for tti~pe 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 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. The bid is based on the nearest available windows with an 35 STC rating to the existing windows, which are Pella tivith wood finish, dual-pane with shades inside, nail-on windows. X21 L~IDRIKSON 1VAY ~AGt1yA &~ACN CALFflRNiA 92651 ?'t3"aE 944 Si4 5355 ACS"MILE 944 115 3624 'aL~CT~CNIC G2EG@VISTALB.COM °age I o~ 2 @tem '~(indow Size Cost Description Window-1 '_=0'0"x3'6" $2,828.49 Pella, wood trim, dual-pane, STC 38 Window-2 6'0"x3'6" $1,851.39 Pella, wood trim, dual-pane, STC 38 Labor $800.00 Remove/replace affected windows Paint $950.00 Paint affected areas Stucco $1 200 00 Patch Stucco paint to match existing as close as possible - 800 Sq Ft Hardware $150.00 Miscellaneous Hardware Supervision $400,00 Profit/ Overhead $1635.98 Permit Fees $450.00 Permit required far nail-on style windows Total Cost $10,265.86 "i'he total calculated cost to replace the windows is X10,265.86. 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, Greg Tonkovich Senior Analyst Vista Environmental VISTA ~.iV'VIROI'YMENTAL ~Q?I ~IRiXSON NAY r AGUNA sEACx cA? <r-oi~~rr~ G2b51 ?HONE 944 SIO 5355 ACSIt~tIt.E 944 7I5 3624 .=LiCTRONtC GEC@ViSTALB.CO~t SAGE 2 of 2 1~itigation: Provide forced air-ventilation on entire home if not existing. Provide 3a STC-rated windows/doors on 2nd floor. i 232 El ~ TREE DR/ VE I ~xrs~: cor ;~t;~~~~ i / s ~ " ~ 2g ~ EXIST. LOT UNF~ i, _ ~.._._ ._ 30 F-- ~~ ~~L _ __ ~ -~ ~ ~ ' ~ i ' ~ ' 1 g 1 ~G '~ ~ -- ~'RdP~S~-p_ 12' ~~~ ,._.~ _ Forced Air Unit -Sears fi/iodel No. A677680, 80,0{}0 BTU with Air Conditioning. Unit was checked and is capable of blowing air without heat or AC and there are registers in all living spaces. W/D # ~ Room Size iVlateriai W-1 Ulaster Bedroom 10' x 3'6" Pella with wood finish, dual pane with shades on inside, nail in. W-2 Bedroom 6' x 3`8" Pella with wood finish, dual pane with shades on inside, nail in. Exterior -Painted Stucco will require 10' x 40' area to be painted. 30UROE~5temsitanJanu t4.20t1atA~OQ m. metvnthEntCanche. ~ ~TISTA ~NV~R®NMF?NTAL Receptor 3 G~ 2362 Fig Tree Drive =..:~acmtivt gp,~~~T.ansmf~~ponC4t~;^ C3:~.dpor-IrciaorTrar~missi~^ C.;ass ~~ 4 Praduc#. Frame Size G4azing System STC Rating OITC Rating. 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N m =a m E Z a v N d fn ~0 ~y a _R 7 G n Q U tG Q} m a ~ a ro m yS C9 N d N 7 N U .g O L /g. V Q H n. o c ~ m t4 =~ ~S . ~ a ~ c m m c~ a v C !6 C _C L N r~r ate. {a ~_ ZS L c O N i O _C tv ~_ N V ~ O cal a z~ („'1 C Gt ~:~~-IIBIT C farm of Agreement to Enter, Canstruct, and Permanently Convey Sound mall (See Attached} 7G3997.1 i2LCC7I2I?INt.; RI"(~lJLS1'I-iI) BY :'AND WHEN RECC)RI~ED ~F"('URN Tf): City. of "hustin Attn: I~en Nishika~~a 3O0 Centennial W"ay ~I~ustin.CA 92x30 L;'_eempt from recording tee per Crovcmment Code ~~~` 6il)3 and ?7383 :LPN: ~33'4S3-I 1 ~S~ace rlhove This Ling fc?r ftcci?rd~r'a U~~i AGfZEE:VIENT TO F,~1'~'ER, CONSTRI?C'T, 3ND PF~2:VI~NF,~tTLY CONVEY SOLND WALL {Sound Wali--Tustin Ranch Road Extension) This Agreement To Enter. Construct, and Permanently Convey Sound Wall (th;s "~~~reement"} is made and entered into as of the day of _ __ , 20I 1, by and between the CI"CY C7F ~fUS'CIN, a municipal corporation of the State of California ("City"), and the Tt.iST?'~t CC)MMtTNITY 2CvDEti~EI.UPMENT AGI;'~ICY, a California redevelopment agency ("t~gency") on the one Land (City and Agency are collectively referred to herein as "City'), and ~;RIK CANCHIr, and ANGf;L!'1 ZNftNG (collectively referred to herein as "Grantor"} on the other hand. :1. Grantor owns real property located in the City of Tustin, County of C?rangc, State oi` California (the `'Propemr"), which Property is described on Eshibit_ ~~ attached hereto and made a part hcreof~ B. City proposes to construct an extension of "Tustin Ranch Ruad in conjunction with its aeveiopment of~ the Tustin Legacy project and irnplemenf, in connection with the extension of the road. the measures required by the Noise Mitigation Program for Tustin Ranch Road Extension-WaEmtt :venue to Valencia North Loap Raad (the "Project"} as required by the Environmental Impact Report for die Pmect and related documents (the "applicable Mitigation Measures"'). C. Tn order to unplement the Project and Applicable Mitz~7ation 'Measures. City must construct a sound wall (the "Sound Wall'"} on the western side of the Project, which Sound LV'all is proposed to be located adjacent to. upon a portion of, andtor abutting certain parts of the Property as ;xcncraCly depicted on Exhibit E3 (the "Work"}. I7. City desires temporary entry on, and access to, the Property for the limited purpose oI~ eonstrueting the Work, and Grantor is willing to provide this right to enter and access subject to the terms and conditions set ierth in this Agreement. E. ~I~o the extent that any part of the Sound Wall is to be constructed and located upvn a portion of the Property, City desires the right to construct the Sound V4'all upon st.eh portion of the Property for the beneTit of Grantor, and, effective following completion o£ construction, hereby cottvevs the portion of the Sound Wall located upon such portion of the Property to Grantor as a permanent fixture ~,i,,;-U appurtenant to the Property, and Grantor is willin~~ to provide such ri=,~hts and accept suc~ conveyance subject to tale terms and conditions set forth in this Agreement. MOW. THEREFORE, in consideration of the mutual promises, coti~~enants and :;onditions ci~ntained herein, and other «aod and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties. the parties agree as follows: 3Zigltt of E.ntr~. Grantar hereY~y grants to City non-exclusive permission to enter over and across, as well as to use the Property as is reasonable and necessary for the purpose of performing and completing the 1~'ork. Such access and use includes, but is not limited to access far ingress and egress by City and City's employees, contractors, subcontractors and representatives (calleetively "City's Agents"), and the doi~tg of sac17 other acts as are authorized or required in connection with the completion of the Mork. 'sto access to, entry upon, ar use of the Property by the ,general public is authorized hereunder, and C: ity shah not encourage or permit the general public to access, enter, yr trse the Property, and City and City's .Agents shall not materially interfere with Grantor's use and enjoyment of the areas of the Property that are not subject to entry far constructian of the Sound Wall. ~. Riuht ofEntrv Term. "Ihe term (``Term"} of the Right of Entry provided in Para~~raph 1, above, shall commence on the date hereof and all of the rights, privileges and benefits under Section 1. above, shall expire upon the date of completion of the Wark. ~_ fZight_tc~_Cpn~truct Sound Wall on Property. Grantor hereby grants to City and ('"ity's Agents the right to construct part of the Sound Wall, far the benefit of Grantor, upon a portion of the Property, including the right to remove, alter, or demolish any Landscaping, hardscape, portion of any existing wall. or other improvements upon such portion of the 1'rapetty and encroaching upon the proposed location of the Sound Wall, and to connect the new Sound Wall with any portion of an existing ~~all or improvements located upon the applicable portion of the Property, which existing wall is in close proximity to ar abuts the location aP the proposed Sound Wall. Grantor understands and agrees that some or all a_f the Sound Wall matt not be constructed upon the Property and that City sha11 not be obligated to construct any portion of the Sound Wall upon the Property if determined to be infeasible by the City, in its sole discretion. 4. Conveyance of Portion of Saund_Wall_, Following Completion ai `.Mark. l=allowing completion of the Work, City hereby conveys to Grantor as a permanent fixture appurtenant to and part of the Propem~, such portion of the Sound Wall which is located upon the Property, and Grantar hereby accepts such conveyance of such part of the Sound Wall as a permanent fixture appurtenant to and part of its Property. Fram~aud aher construction of the Sound Wall, Grantor hereby confirms that the portion of the Sound Wall located uptm the Property shall be part of the Property and Grantor shalt have tine duty of maintaining such portion of the Sound Wall and the sole right to use and enjoyment of such portion of the Sound Wall. ~. No Interference w~ith_Grantor's Uye, Grantor covenants, represents and warrants that the construction of the Sound Wall upon a portion of the Property and subsequent conveyance of the portion of the Sound Wall located upon the Property will enhance Grantor's property value by protecti,tg it from noise associated with, and,or views of vehicles using ~l'ustin Ranch Raad, and constructian and City`s and City~s Agents" use of the Property a set iurth in this ,Agreement shall be deemed not to materially interfere with the use and enjoyment of the Property by Grantar or Grantor's tenants, if any, fi. Entr}x at Own_Risk; do Duty to Warn. City and City's Agents shall access, enter and use the Property at hisiheriits otvn risk and peril. Grantor shall have na duty to inspect the Property {ar any 'dbi,"~ ~ portion thereof) and no duty° to warn of any latent ar patent detect, condition or risk which may exist on the Property. 7. Liens. City shall not permit to be placed against the Property, or any part thereat, any mechanics", materialrnen's, contractors' or other liens t_tollectively, the "Liens") arising out of the acts ar omissions of City ar City's Agents hereunder. City hereby indemnifies and agrees to hold Grantor and the Property free Ind harntless from all liability for any and all such Lietts, together with all costs and expenses, including, but not limited to. attorneys' fees and court casts reasonably incurred by Grantor in ttxmection therewith. if any such 'Liens shall at any time be recorded against the Property or portion thereof as a result aI' the Wark, City shalt either {i) pay and discharge the underl}ring claim and cause a lien release to be retarded, ar (ii} furnish to Grantor a surety bond or other security reasonably satisfactory to Grantor protecting Grantor against liability tar such L?en and holding the affected Property li-ee Pram the effect of such Litn, or (iii} take another attian sufiitient to protect Grantor against liability fir such Lien and bald the affected Property free Pram the effect of such l~.ien. fl. Ha_ xardous_ Substances. City and City's Agents shall not use, store or transport or allow the use, storage or transportation of any hazardous substances an ar onto the Property. ~. Authority to Execute. City represents and warrants to Cir<.tntor that the persons executing this Agreement for Ciry are authorized to act far City and to enter into this Agreement and na permission or consent of any other person is required to approve this Agreement ar perform hereunder. Grantor warrants and represents to City that Grantor is the sale owner of the Property and may extcute and approve this Agreement and no permission ar consent of any other pcrsan is reyuired to approve this A ereement. 1 C7. Indemnification, City agrees to bald harmless and indemnify <irantor from and against any and all damage, claims, demands, actions, and causes of attian for personal or bodily injury or death to any person or permanent damage to property of Grantor proximately arising out of, or resulting from, City's execution of the Wark andlar escrcise of the temporary use and access rights and construction rights granted by this Agreement in a manner that is reckless ar involves negligence ar wrongful misconduct. 1I. Restoration of the I'ra~erty. Except for any portion of the Property that will accommodate the Sound Walt, upon completion of the Wark, City shall, at its own cast and expense. restore the Property to the same condition in which it was prior to City's entry. l2. Dotumcntatian af_Property Condition. In connection with City's i,ndemnificatian of (Trantor far damage to praperty• and obligation to restore the Property as set Earth in this Agreement, Grantor hereby grants City the right to document the pre-esisting condition of the Grantor's property located in proximity to the location of the ~rark prior to City's entry- and access to the Property, which documentation includes the right to document, videotape and photograph the pre-esisting condition of such Property. l 3. Subject to Cxtrinsic Conditions. Except as otherwise expressly provided in Paragraph 14, below, the rights of attess ta, entry upon, and construction upon the Property by City, as set forth herein. are subjatt to all easements, covenants, conditions, restrictions, reservations, rights, rights of way, encumbrances, assessments, }eases and other matters of record, apparent or of which City is ar should he aware, as such matters now ar hereafter affect the Property or any portion thereof. 14. Grantor's Covenants, Warranties, and Re~resentatians Reearding_I,eases Affecting the Prapert~. Grantor agrees to provide notice to t:ity of any oral ar written Rase affecting the Property and to provide City with a copy of any such lease. In the event the Property is or becomes subject to a lease, then, notwithstanding Paragraph 13, above, Grantor covenants, warrants and represents that such tease does not prevent Grantor from entering into this Agreement, and that Grantor is authorized to grant the City the Right of I/ntry and to allow the construction and City's and C'ity's Agents' use of the Propem~ contemplated by this Agreement. Grantor further covenants, tiwarrants and represents that Grantor will take all actions and provide all notices to tenants required by such lease, if any, necessary to permit City co exercise the ri~,hts eranted pursuant to this Agreement. Grantor hereby agrees to hold harmless and indemnify City and City's slgents from and against any and all claims, damages, liabilities and causes of action arising out of the inaccuracy of any representations, or the breach by Grantor of any warranty or covenant, set forth in this Paragraph lei. I5. 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: "I'o City: City of Tustin 300 Centennial Way I`ustin, CA 92780 Attention: Mr. Doug Anderson With a Copy "I'o: Woodruff: Spradlin & SmarC SSS Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas G. Holland 1~o Grantor: Erik Ganche and Angela 7hang 2362 big Tree Drive Tustin, C'A 92780 16. Successors and ~ssi ns. 'T'his A;.~reement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assifnis. 17. I_;ntire Agreement. 'v~o representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. "f`his Agreement may only be modified ur amended by an agreement in writing duly executed and delivered by each of die parties hereto. 18. Se~;erability. if any provision of this instrument, or the application thereof to any person ur 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 ease may be, shall not be affected thereby. 19. Survival. Grantor and City hereby confirm that the provisions of this Agreement, including, but not limited to, Paragraphs 3 and 4 of this Agreement, shall survive the expiration of the Term of the Right of Entry as provided in Paragraph 2, and all of this Agreement shall remain in felt force and effect following such expiration of the Tcrm of the Right of Entry. 20. Governin~Law. This Agreement shall be governed in accordance with the laws of the State of California. ,r,t,'y ~ _' 1. Recordation. City and Grantor hcrebv a>nlirm and acknowledge that this .4grcement shall be recorded in the C7fticial Records of Orange County, California, following elocution. ~2. Counterparts. This .4grcement may be etecated in counterparts. each of which shall be deemed an original and which together shall constitute a single agreement. 1N WITNESS Vl-'HEREOF. the parties have executed this Agreement as of the date rirst written above. t~ RAVTQR ~'ITY ``~ CITY OF TUSTIN, a municipal corporation of the E3y: w _ _ ( State of California C:rik Cariche - --- Sy: Name: ~~n~~ela Ihang Title: __ _~ AGENCY ~I'L'S'I'IN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency Sv: '~ amc: I ~ i t l e: ---_. ------- _ ___.-- A"1°I'I:S"1': Irv: _ _ __ Pamela Stoker City Gerk APPROVID AS TO FORM ENV: Douglas C. Holland City Attorney 'hr~C,7a.1 State of t-alifornia ) ) ss- County of Un _ ____ bef~~re n7e, ___ ~__~~ a :rotary public. personally appeared _ _~_ , ~vho proved to me on the basis of~ satisfactory evidence to be the persons}whose name{ ) is/are subscribed to the ~~=ithin instrument and acknowledged to me that he/sheithey executed the same in hislherltheir authorized capacity(ies}, and that by hisiherltheir signature(s) on the instnunent the person(s), or the entity upon behalf of which the persons} acted, executed the instrument. i certify under PEN~IITY OF PEI2JLiRY under the laws of the State of California that the foregoing paragraph is true and correct. WI`I'NJ~SS my hand and official seal. Signature {Seal} n6~,,,> > Stateof`California ) } ss. Cuuuty of } C)n belore me, , a notary public, personally appeared _ _, who proved to me an the basis of satisiaetory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknawledeed to me that helshelthcy executed the same in histher;their authorized capaeity(ies), and that b~~ his/her,'iheir signature{s) an the instrument the person(s), or tl7e entity upon hehalf of which the person(s) acted, executed the instrument. I certify under PENA.L`hY OF PERJURY under the laws of the State of California tlYat the foregoing paragraph is true and correct. WITNESS my hand and official seal. S i mature (Seal} Slate of California } t ss. C'cxznt~~ of __ } Chi 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) islare subscribed to the within instrw~ent anti acknowledged to me that he/sheithey executed the same in hisihcrftheir authorized capacit~~(ics), and that b~- hisiherltheir si~.nature(s~ on the instrument the person(s), or the entity upon behalf ofwhich the person(s) acted, exec~ited the instnunent. l eertif<~ under PE?~r`~LTY OF PERJURY under the laws of the State ofCalifon~ia that the fi7regoing ,paragraph is true and correct. ~'V`1TNESS my hand and official seal. Signature _______ _- --- ~_ (Seal) State of~California ) ss. C'<~unty of __-- -~ t)n before me, _ a notary public, personally appeared _ _ _ _ ,who proved to me on the basis ~~f satisfactory evidence to be the person(s) whose names} islare subscribed to the within ins~rument and acknowledged to me that heishelthey executed the same in Iiis117erltheir authorized capacity°(ies}, and that by hisiherrtheir signature{s) on the instrument the persan{s}, or the entity upon behalf of which the person(s) acted, executed the instrument. [ ccrtity~ under I'EN.~ILTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ~ViT'~ESS my hand and official seal. S i s,~nature {Seal) '~v~,Ty i 1/Y~IB1T :~ I.eQal Description of Property Lot 8 ;' of Tract iS 13 in the City of` "i'ustin, County of Orange. State of California, as showm vn a map tiled in Book 34~. f~ages ~2 to 4~ inclusive, of Miycellancous Maps, records of Orange County, California. ~ihibit B depiction of Anticipated Approximate Sound Wal! Location (See ,attached} ~ ~ _ _-----_ I I 1 , ~ ~, -- _ -~r~ ._.. i __. ---- __._ ~~ N ~C I :. ~ ' rn ~ ~ ~ ~ I ~ Z ~ ~ ~ ' ~ --rr--~~ /w D n ~ z~ ~`, ~ ~ J ' i ~ i ~ ' ~ ~ ~ I~'i ( ~ ~ ~ _._ _ ~ i i ~ ~ `c ~ ~ t ~ ~ 7l7 ~ ~ ~ Z ~1 I ~ p-- IVi J i ~ -1 d y O~ i I f ~, ~. O i , r i•. - ~ O h, v~ ° ~`" ~,~ i i ~ ~ -~ ~' ~~-w ~ ~ ~ _ Z ~ i ~ r ' ~ -~ v 1 `~ -__. ~- _ i i ~ r.. D (~ ( _ - - -- - -- 7a ~a ~,,~ ~ '_ I ~ ~ ~ -:- ' " ~ (,~ -~ _____ '; i x .: ~ . ., ~ ~ S ~ . r ~ ~ ,° ,. ~ '^ ~ ` ~ ~ rn ~ mss ~+ ~ f ~ W C _ _ ~ ~~~ ~~ ~7 ~ y "t I 1 ~ O~ ,... ~.. N ; ~ I ~t Cr; ~ __ ~ _ - a ~.~~ ~, --{ cn ~ , 1 ~ . .~;..~. ~'~ ~ ~ , --~ 2 C ri`f 'Z ~; I ~ o b -. ~ ~ ~ f j r' ~ _ _ __._ _ r r*~ ky ~ .. C - -- ^~ ~ x. ~ ~ ~ ~ , i i ~ {y ~ ~> , ~ 2 ~ ~ ~~ ~~rro c^' ~ ~ ~ o i ~ ~ ( i i ~ ~ T ~ ~ ru ~ ~ ~~ ,n -- --- ~ - v v i n , ~+ Z n y ~ . ~''~ -- i ~- nt . Z r , ~ _ _.. '~ -~ s~ -~-~- _ ` ~ ~ O _ _ ___"_"" fi ^~ .. ~ _. f r J ... D r., ~. .. i _ - ~ _ ~. _ ' -. r L :U _.. ~ ..-r Z , __ I ~ '-.~ -+ ~ ~ _ _. Q ~ ~_ ~ ~ ,~ ~ ~ t ~ i . ~~ i ~~ rr ,_ y' _~ _ _~ °- _' -_ __"_ ~- - -,. ~ _ -. __...._ ,_ ~-._ ... ~ a, ~ _, .._.. ~ J , °'C _ i~X~fIBIT D °/~emorandum of Proiect Implementation Agreement (See Attached) 763997.1 RECOCtDING REQUGSTBD BY AND WHEN Rl~CORDEll KETURN TO: Ciri' of Tustin Attn: ken Nishikawa i0t) Centennial Wav fastin, CA 92780 - Exempt (corn raa~rding fee per Government Coda ~§ b103 and 27,83 AP N: 432-4S3-I 1 t Space ,4Bove This Line for Recorder's Usel iO~tEMORANI)C;M OF PKC)JECT IVIPLEMEi~tTATION A(;REEMENT T1ris Memorandum of Project Implementation Agreement (this ``Memorandum") is ;Wade and entered into as of the _ day of __ _ , 201 1, by and between the CITY OF TUSTCN, a municipal corporation of the State of California ("City"), and the "I'USTIN COMMUNITY REDEVELOPMENT AG}:NCY, a California redevelopment agene_y ("Agency"), on the one hand (City and Agency are eoilectively referred to herein a4 "City"), and IR1K CANCHE and ANtiELA Z1iANG (collectively referred to herein as "Owner") on the other hand. A. Owner and City have entered into that certain Project Implementation Agreement, elated as of _ ___, 2011 (the "A~eement"), which Agreement, as executed, is attached hereto as EYt~ibit B and incorporated herein by this reference. Q. The Agreement affects and relates to that certain real property Domed 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 existcnc;e of the Agreement and all rights and obligations under the Agreement to all appropriately interested persons, including without (imitation 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 acknotivledged, the City and Owner hereby agree and confirm as follows: I. 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 none-time Mitigation Payment li-om City and conveyance from City to Owner of that portion of the Sound Wail constructed on the Property, if any, as consideration for, andlc~r in full satisfaction of ail costs and expenses for, {i) Owner's cooperation in City's -r,hhR3 I instaClation of a Sound Wall on, abuttinn andlor adjacent to the Property; (ii) Owner's grant io City of a temporary license to enter the Property and document its existing condition: (iii? Owner's Urant to City of a limited right of access and entry to City for purposes of performing ail activities related to construction of a Sound Wall; (%vj installation of the Property-Specific improvements applicable to the Property: and (v) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Noire Reduction 1 rn prove menu. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment and interest in, and title to, that portion of the Sound Wall on the Propem~ to fiord and implement the Noise Keduction Improvements applicable to the Property, and confirmed its acceptance of Bach Mitigation Payment and portion of the Sound Wall 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 and conveyance of that portion of the Sound Wall on the Property from City, 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 App}icabie 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 C: ity's perforntance 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 L;IR 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 and conveyance of that portion of the Sound Wall on the Property shall be sufficient consideration for the release of Ciry by Owner and all of Owner's heirs, successors, assigns and successors in interest ut and to the Property, floor 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 mare particularly set forth in Section ~ of the Agreement. {fi ['he waivers, releases, obligations and covenants of Owner more fulCy set forth in the Agreement are and shall be binding upon Owner and all of Owner's heirs, successors, assigms 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. :. Provisions. To the extent of any inconsistency between the ~a~reernent and this ~ternorandum. the Agreement shall control. ~. Succcss~~rs and Assigns. This Memorandum shall be binding upon and inure to the benefit c7f each of the parties hereto and their respective successors and assigrns. S. Covernin~Law. ~1~his Memorandum shall be governed in accordance with the laws of the State of California. 6. K~cUrdation. City and fawner hereby confirm and acknowledge that this Memorandum shall be retarded in the Ot~icial Records of grange County, California, following execution. 1. C~unt_er~_arts. This Memorandum may be executed in Counterparts, Lath of which shall be deemed an original and which together shall constitute a single agreement. (.SIGN,~Tt,'RE.S CIN FY7LLOlY1~'G P. ~GI.'J ,;,;~s ~ (ti WI'FN1;SS WHEREC)F, the parties ha~~e eseclited this 'vlemorandum as of the date first ~~~ritten abcwe. C)~'!~EI2 13v: _ -~ ~'. ---. - l~.rik Canche CITY CITY OF TliSTIN, a municipal ct~rporati<>n of the State of California ~'" ~ '~v~_~'^,,''. ENV: Angela Than * - ~1'~tie __ _ AGENCY TUSTIN CC)MMUNITY REDEVFLOPM)::ItiT r'1GENCY, a California redevelopment agency l~v: ~_ Name: _ _ _ _ l'itlc: A.TTGST: Bv: Pamela Stoker City Clerk APPROVED AS TO FC)KM: ~~ ,P, I'y~ _ .__ ,_ r~ City Attorney Statc of Calit~~rnia ~} SS. f"'r COU11tV of ~ ~__~ w. ~ r C)n ~ ~-_ before me,~ _ ~ _ '--- _ _,. a notary public. personally ;appeared _ ~_~ ~ '~ _ __` ~ __ _ __ __ "~ ~~'hv proved to me on she, basis of satisfactarv evidence to be the person(5~) whose naznefs) is(ac~ 5ut~scribed to the within instn~ment and acknowled~cd to me that~e;~i"ev~`sxeeuted the same in f~r~theii-authorized capacit}f i~sj; and that by [~~;~~~t i§i~;nan~re~on the instnimcnt the person((,; or the entity upon behalf of which the person(sl acted, executed the instrwnent. I certify under PENALTY OF I'I1RJI~RY under the laws of the State of California that the foregoing paragraph is true and correct. 1~ITNESS my hand and official seal. ., -__. '~ Signature .- t Seal j ~N.r~~ra Canxrrdsaion ~ t 869004 Navy Public - CaiHornia > Oranpa County Comm. E ras Nov 19, 2013 St<3te ofC'alil~~rnia ) } ~S. L~OUnt~' of tin __ _ _ before me, _-- _. a notary public, personally appeared __ _____ _ , who proved to me on the basis of satisfactory evidence to be the persons} whose names} islare subscribed to the within instnu~~ent and acknowledged to me that helshelthey executed the same in his/her~their 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. 1 certify under PENALTY ~F PERIURY under the laws of the State of CaCifornia that the foregoing paragraph is true and correct. WI`CNESS my hand and official seal. Signature (Seal) State of Caliti7rnia ) } ss. C't,unty of _ _ ? On _ _ before mc, ______ . a nntan~ public, personally appeared _ _ _ _~__ , «17o pro~~cd «~ me cm the basis of satisfactory evidence to be the person(s) whose names} islare subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in hisfher/their authorized capacity(ies), and that by hislher/their signatures} on the instrument the persons}, 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 band and official seal. Signature (Seal} ~~>~,f~~.;.~ F,Y>EfIBtT .• 'Le~ai Description of Property t .ot 8? of Tract 7813 in the City ~f "Tustin, County of Orange, State of California, ~ shrnvn ~m a anal filed in Book 34~, Pages 42 to 't7 inclusive, of Miscellaneous 1~•1a~s, records of Orange County, C~~lifornia. -~1'N: X32-=F33-Il ~:XHIBIT B Fvliv-~recuted I'roiect Implementation A?reemeni (Sec Attached) Al-I~ACHMENT C Memorandum of Project Implementation Agreement (Receptor 3) RECORDING REQL`ESTED BY t WHEN RECORDED RETURN Tt City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 927$0 Exempt from recording fee per Govemrnent Code ~ § 6103 and 27? APN: 432-453- l l (Space Above This Line fnr Rect~rder s tisci MEMORANDUM OF PItQJECT IiMPLEMEN'TAT[ON AGREEMENT 'fltis 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 TUS"ffN COMIv1UNiTY REDEVELOPMENT AGENCY, a California redevelopment agency ("Agency'), on the one hand (City and Agency are collectively referred to herein as "City"), and ERIK CANCHE and ANGELA ZHANG {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 13 and incorporated herein by this reference. B. l'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 Prvperty 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 tfte 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, Owner has accepted gone-time Mitigation Payment from City and conveyance from City to Owner of that portion of the Sound Wall constructed on the Property, if any, as consideration for, andler in full satisfaction of all costs and expenses for, {i) Owner's cooperation in City's -r,,,r,~; ; ~ utstallation of a Sound Wall on, abutting andlor adjacent to the Property; (ii) Owner's grant to City of a temporary license to enter the Property and document its existing condition; (iii} Uw~er's grant to City of a Limited right of access and entry to City for purposes of ptirfornting all activities related to construction of a Sound Wall; (iv) installation of the Property-Specific Improvements applicable to the Property; and (v) the future Ancillary Costs incurred or suffered by Owner or its tenants as a result of the implementation of the Project and Nvise Reduction Improvements. (b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Uwner acknowledged and confirmed the sufficiency of such Mitigation Payment and interest in, and title to, that portion of the Sound Wall nn the Property to fund and implement the Noise Reduction Improvements applicable to~he Property, and confirmed its acceptance of such Mitigation Payment and portion crf the Sound Wall as full satisfaction of Owner's right to installation of applicable Tv`oise Reduction Improvements and as full payment for the Ancillary Costs. (c) Pursuant to the Agreement, by accepting the Mitigation Payment and conveyance of that portion of the Sound Wall on the Property from City, O~.vner 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 Mitigativn 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 snail be implemented by Owner. (d) Pursuant to the Agreement, Uwner 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 maims that Uwner, and its successors and assigns, may have against City by reason of City`s obligation to install the Nvise Reduction Improvements pursuant to the 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, Uwner has confirmed that its acceptance of the Mitigation. Payment and conveyance of that portion of the Sound WaLI on the Property shall be sufficient consideration for the release of City by Owner and all of Uwner'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 Nvise Keduction Improvements or Ancillary Casts incurred or suffered by Uwner 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, 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 1.lemorandum, the Agreement shall control. ~. 5uccessors_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 Califi~rnia. 6. Recordation. City and Owner hereby confirm and acknowledge that this Mernorandurn 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. [.SIf;N,4TURES ONF~JLLOWTI4'G PAGEJ 3 1N WI"I`NESS WHF.RE()F, the parties have executed this Memorandum as of the date first written above. C)WNER 13v: ~~~ rurik Canche t~ITY CITY OF TUSTIN, a municipal corporation of the State of California ,, e -~~n , ; By: Angela 'hang }3y: _ Name: ~"itle: AGENCY `I'USTIN COMMUNITY REDEVELOPMENT` AGENCY, a California redevelopment agency $y: Name: _ Title: ____ A"TTFST: 13y: Pamela Stoker City Clerk APPROVED AS TO FORM: E3y: ' ~rscrgta~s-~~fe ~,3 / t~ City Attorney ~ 4 ?~~ers, ~ State of California ) } ss. County of ~_- _ _) On ~_ __` before me, , a rotary public, personally aippeared _'' _ __` w ~' _ __ ____, who proved to me on the basis of satisfactory evidence to be the person(s) whose nam--~.~} iw'are subscribed to the within instrument and acknowledged to me that helt~ey executed the same in-histtrcr'% ei authorized capacity~s;, and that ~y-h~~ei~~ignature(s) on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PF.KJURY under the laws of the State of California that the foregoing paragraph is true and correct. W 1TN ESS my hand and official seal. __~.__ . Signature _ __ _ ~____. (Seal} STr~ Ww~w~C.~~ Cortur~saion ~ 1889004 notary Public • California ~ 0ranpe County ~' Comm. Ex Tres Nov 19, 2013 j ~t~sx ~. ~ State of California ) j ss. County of _ __} t?n before me, , a notary public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person{s}whose names} islare subscribed to the within instrument and acknowledged to me that lte(shelthey executed the same in hislher/their authorized eapacity(ies), and that by hislher/their signature(s) on the instrument the perscn(s}, or the entity upon behalf of which the persons} acted, executed the instrument. I certify under PENALTY dP PERJLRY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official scat. Signature (Seal) `state of'California ) ) ss. County cif ) t)n before me, , a rotary public, personally appeared . who proved to me on the basis of satisfactory evidence to be the person{sj whose name(s) islare subscribed to the within instrument and acknowledged to me that helshe/they eseeuted the same in hisiherltheir authorized capacity{ies), and that b_y hisiher,'their signatures} 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) '6bhH ;. f l XHIBIT A 1/e~al Descrir~tion of Property Lot 87 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 to 47 inclusive, of ~rliscellaneous :Maps, records of Orange County, California. APN: 432-453-I 1 ,~ FXRIBIT ~ ~a~ily-hxecuted Proiect Implementation Agreement {See Attached} ATTACHMENT D Agreement to Enter, Construct, and Permanently Convey Sound Wall (Receptor 5) RECORDING REQUES'T'ED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial Way Tustin, CA 927$0 Exempt from recording fee per government Code §§ 6103 and 27383 APN:432-453-25 (Space Above This Linefor Record~x`s tlse) AGREEMENT TO ENTER. CONSTRUCT. AND PERMANENTLY CONVEY SOUND WALL (Sound Wall-Tustin Ranch Road Extension) This Agreement "To Enter, Construct, and Permanently Convey Sound Wall {this "Af~reement"} 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''), an the one hand {City and Agency are collectively referred to herein as ``City"), and FRANK BARILLAvand SNAWNA RENE BARILLA {collectively referred to herein as "Grantor") on the other hand. A. Grantor awns 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. I3. City proposes to construct an extension of Tustin Ranch Road in conjunction with its development of the Tustin Legacy project and implement, in connection with the extension of the road, the measures required by the Noise Mitigation Program for "Tustin Ranch Raad Extension-Walnut Avenue to Valencia North Loop Road (the "Project") as required by the Environmental Impact Report for the Project and related documents (the "Applicable Mitigation Measures"). C. In order to implement the Project and Applicable Mitigation Measures, City must construct a sound wall (the "Sound Wall") on the western side of the Project, which Sound Wall is proposed to be located adjacent to, upon a portion of; and/or abutting certain parts of the Property as generally depicted on Exhibit B (the "Work"}. D. City desires temporary entry on, and access to, the Property far the limited purpose of constructing the Work, and Grantor is willing to provide this right to enter and access subject to the terms and conditions set forth in this Agreement. E. "To the extent that any part of the Sound Wall is to be constructed and located upon a portion of the Property, City desires the right to construct the Sound Wall upon such portion of the Property for the benefit of Grantor, and, effective fallowing completion of construction, hereby conveys the portion of the Sound Wall located upon such portion of the Property to Grantor as a permanent fixture appurtenant to the Property, and Grantor is willing to provide such rights and accept such conveyance subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sutfiiciency of which is acknowledged by each of the parties, the parties agree as follows: l . f_tl;ht of Entry. Grantor hereby grants to City non-exclusive permission to enter over and across, as well as to use the Property as is reasonable and necessary for the purpose of performing and completing the Work. Such access and use includes, but is not limited to access for ingress and egress by City and City's employees, contractors, subcontractors and representatives (collectively "City's Agents'}, and the doing of such other acts as are authorized or required in connection with the completion of the Work. No access to, entry upon, or use of the Property by the general public is authorized hereunder, and City shall not encourage or permit the general public to access, enter, or use the Property, and City and City's Agents shall not materially interfere with Granter's use and enjoyment of the areas of the Property that are not subject to entry for construction of the Sound Wall. 2. Right of Ent Term. The term ("Term") of the Right of Entry provided in Paragraph 1, above, shall commence on the date hereof and all of t?~-e rights, privileges and benetits under Section 1, above, shall expire upon the date of completion of the Work. ~. Right to Construct Sound Wall on Property. Grantor hereby grants to City and City's Agents the right to construct part of the Sound Wall, for the benefit of Grantor, upon a portion of the Property, including the right to remove, alter, or demolish any landscaping, hardscape, portion of any existing wall, or other improvements upon such portion of the Property and ~neroaching upon the proposed location of the Sound Wal{, and to connect the new Sound Wall with any portion of an existing wall or improvements located upon the applicable portion of the Property, which existing wall is in close proximity to or abuts the Iocation of the proposed Sound Wall. Grantor understands and agrees that same or all of the Sound Wall may not be constructed upon the Property and that City shall not be obligated to construct any portion of the Sound Wall upon the Property if determined to be infeasible by the City, in its sole discretion. 4. Conveyance of Portion of Sound Wall Following Completion of Work. Following completion of the Work, City hereby conveys to Grantor as a permanent fixture appurtenant to and part of the Property, such portion of the Sound Wail which is located upon the Property, and Grantor hereby accepts such conveyance of such part of the Sound Wall as a permanent fixture appurtenant to and part of its Property. From and after construction of the Sound Wall, Grantor hereby confirms that the portion of the Sound Wall located upon the Property shall be part of the Property and Grantor shall have the duty of maintaining such portion of the Sound Wall and the sole right to use and enjoyment of such portion of the Sound Wall. 5. No interference with Grantor's Use. Grantor covenants, represents and warrants that the construction of the Sound Wall upon a portion of the Property and subsequent conveyance of the portion of the Sound Wall located upon The Property will enhance Grantor's property value by protecting it from noise associated with, andlor views of vehicles using Tustin Ranch Road, and construction and City's and City's Agents' use of the Property as set forth in this Agreement shall be deemed not to materially interfere with the use and enjoyment of the Property by Grantor or Grantor's tenants, if any. 6. Entry at Own Risk No Duty to Warn. City and City's Agents shall access, enter and use the Property at his/herlits own risk and peril. Grantor shall have no duty to inspect the Property (or any portion thereof? and no duty to warn of any latent or patent defect, condition or risk which may exist on the Property. 7. Liens. City shall not permit to be placed against the Property, or any part thereof, any mechanics', materialmen's, contractors' ar other liens (collectively, the "Liens"} arising out of the acts or omissions of City or City's Agents hereunder. City hereby indemnities and agrees to hold Grantor and the Property free and harmless from all liability for any and all such Liens, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs reasonably incurred by Grantor in connection therewith. If any such Liens shall at any ?ime be recorded against the Property or portion thereof as a result of the Work, City shall either {i) pay and discharge the underlying claim and cause a lien release to be recorded, or (ii} furnish to Grantor a surety bond or other security reasonably satisfactory to Grantor protecting Grantor against liability for such Lien and holding the affected Property free from the effect of such Lien, or (iii) take another action sufficient to protect Grantor against liability far such Lien and hold the affected Property free from the effect of such Lien. 8. Nazardous Substances. City and City's Agents shall not use, store or transport or allow the use, storage or transportation of any hazardous substances on or onto the Property. 9. Authority to Execute. City represents and warrants to Grantor that the persons executing this Agreement for City are authorized to act for City and to enter into this Agreement and no permission ar consent of any other person is required to approve this Agreement or perform hereunder. Grantor warrants and represents to City that Grantor is the sole owner of the Property and may execute and approve this Agreement and no permission or consent of any other person is required to approve this Agreement I ~. Indemnification. City agrees to hold harmless and indemnify Grantor from and against any and all damage, claims, demands, actions, and causes of action for personal ar bodily injury or death to any person or permanent damage to property of Grantor proximately arising out of, or resulting from, City's execution of the Work andlor exercise of the temporary use and access rights and construction rights granted by this Agreement in a manner that is reckless or involves negligence ar wrongful misconduct. lI. Restoration of the Property. Except for any portion of the Property that will accommodate the Sound Wall, upon completion of the Work, City shall, at its own cast and expense, restore the Property to the same condition in which it was prior to City's entry. 12. Documentation of Property Condition. In connection with City's indemnification of Grantor for damage to property and obligation to restore the Property as set forth in this Agreement, Grantor hereby grants City the right to document the pre-existing condition of the Grantor's property located in proximity to the location of the Work prior to City's entry and access to the Property, which documentation includes the right to document, videotape and photograph the pre-existing condition of such Property. I3. Subject to Extrinsic Conditions. Except as otherwise expressly provided in Paragraph 14, below, the rights of access to, entry upon, and construction upon the Property by City, as set. forth herein, are subject to all easements, covenants, conditions, restrictions, reservations, rights, rights of way, encumbrances, assessments, leases and other marters of record, apparent or of which City is or should be aware, as such matters now ar hereafter affect the Property ar any portion thereof. 14. Grantor's Covenants Warranties and Representations Re arding Leases Affecting the Property. Grantor agrees to provide notice to City of any oral or written lease affecting the Property and ~~ 3 ts;. ~ to provide Ca with a copy of any such lease. In the event the Property is or becomes subject to a lease, then, norivithstanding Paragraph 13, above, Grantor covenants, warrants and represents that such lease does not prevent Grantor from entering into this Agreement, and that Grantor is authorized to grant the City the Right of Entry and to allow the constntction and City's and City's Agents' use of the Property contemplated by this Agreement. Grantor further covenants, warrants and represents that Grantor will Take all actions and provide all notices to tenants required by such base, if any, necessary to permit City to exercise the rights granted pursuant to this Agreement. Grantor hereby agrees to hold harmless and indemnify City and City's Agents from and against any and all claims, damages, liabilities and causes of action arising out of the inaccuracy of any representations, or the breach by Grantor of any warranty or covenant, set forth in this Paragraph 14. 15. 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 3i~0 Centennial Way Tustin, CA 42780 Attention: Mr. Doug Anderson With a Copy "To: Woodruff, Spradlin & Smart 555 Anton Boulevard Costa Mesa, CA 92870 Attn: Douglas C. Holland "To Grantor: Frank Barilla and Shawna Rene Barilla 2362 Basswood Circle "Tustin, CA 927$0 I6. 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. 17. 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. 18. Severability. [f any provision of this instrument, or the application thereof to any person ar 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 be, shall not be affected thereby. 14. Survival. Grantor and City hereby confirm that the provisions of this Agreement, including, but not limited to, Paragraphs 3 and 4 of this Agreement, shall survive The expiration of the Term of the Right of Entry as provided in Paragraph 2, and all of this Agreement shall remain in full force and effect following such expiration of the Term of the Right of Entry. 20. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California. 4 -~~~x~ ~ 21. Recordation. City and Grantor hereby confirm and acknowledge that this Agreement shall he recorded in the Official Records of Orange County, California, following execution. 22. Counterparts. "This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. above. IN 1VITNESS WHEREOF, the parties have executed this Agreement as of the date first written i:RANT®R CITY _____ CITY OF TUSTTN, a municipal corporation of the By~ ~ State of California f`ra~tk.. Barilla ~. By. B Na ~ me. Shawna Rene Ban a Title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: "Title: A"TTEST: By: Pamela Stoker City Clerk APPROVED AS TO FORM: By: Douglas C. Holland City Attorney ?h3-ts~ i 5 State of California ) ) ss. County of ~' _~~~ ~, ~, _) On _ `p ~ ~ ;~ ~ ° before me, - , a notary public, personally appeared -= -=~ : ; , _ ,who proved to me on the basis of satisfactory evidence to be the person) whose names) islare~subscribed to the within instrument and acknowledged to me that he/s13~lthe3t executed the same in hislher/t~reir authorized ~apacity(it~s~,.and that by his/ltltei~ signature(~on the instrument the person,~5), or the entity upon behalf of which the persons) acted, exccuted the instrument. 1 certify under PENAL"fY OF PERJURY under the laws of the State of California :hat the foregoing paragraph is true and correct. WITNESS my hand and official seal. ;` Signature {Seal) ~'°'~. . +- . ~E ~ ERI w U COMM. # 1887524 Q s {~ . r~. " : NOTARY PUt3ltC - Ckt-FORNIA Q . ORANGE COUNTY ~~ % COMM. EMPIRES APRit 27 2014 'j ?(t3-18~. I State of California ) } ss. County of ___) On ~~ ~~-~~ before me, ~ iCa ~'~,~ . a notary public, personally appeared ~~~ ~'~~__~~ ~ ; ~ ( ,who proved to me on the basis of satisfactory evidence to he the person(.}-whose names} islar~ subscribed to the within instrument and acknowledged to me that l~efshe/Nx~.xecuted the same in t~i~her/tk~eir authorized capacity~ie~,...and that byherft#e~-signature(.} on the instrument the person(', or the entity upon behalf of which the person(~+jacted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State afCalifornia that the foregoing paragraph is true and correct. WI"MESS my hand and official seal. Signature ~~ ~' (Seal) Y" '`4„a . ERICA RAGE ~ ~- COMM. # 1887514 ~ tr7j ~~-~ aoraRV Pue~lc - cAUr:oRr~la ~ ORANGE COUNTY ~} CflMFA. EXPIRES kPRl127 2024 '~ 'b>:1R5. 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 signatures} 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) '6six5.~ 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 authorised capacity(ies), and that by hislherJtheir 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 C)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) '~3~s~ ~ i/X)FIIBIT A Lesal Description of Property Lat 73 of Tract 7$13 in the City of Tustin, County of C)range, State of California, as shown on a map filed in Book 344, Panes 42 to 47 inclusive, of Miscellaneous Maps, records of Orange County, California. APN: 432-453-25 ~~,_iu; i Exhibit i3 ii9eaiction of Anticipated Aanroximate Sound VVa11 Location (See Attached) ~~3-~s~ i -- - - i _ ----- - -_ ~ _ __. -- - - r ,; . ,;, ~ ,_ v ~~ ~ ~i I i \ `~ ~ _, _~ ~ ~; C I 1 * =~/ ~x ,. /-' ~ M v ^~ N h i - /. ~~ o z .\ v~~o~~ ;y,~ ~ ~ ry ~ N ~, '' W ~ ~~ ~ ~ ~ ~ i \~ ( ~~ '_.____ ,__~T'_______.__ `___ ~ ~f V} /J ~ ~ / ~i -~ - ,~ ~ ` . - , ~~ i\ ~ ~ N U 1 / ~ ~ ~r~ N ~ -~.`_s ~ ___~. `i ~ i ; .~ , ~( _ (~ ~''~ ~~-` a '" ~`. _J ~ .. ~ \ ....._ .. h x`- i ~ I ~~ C] ~ `~ ~ ~ ~~ ~\ ~ 1 1 7 ~~ Q u,.. O ~.. ~~~ ~W wZ3 ~~ °o ~~~ ~Cj ~.. E.y ~"' [~ C„1 yti~ U Z .,3i ° ~ 3ZO a ~, ~ E kti'~ ~ ~2~ ~ ~"~`~ 3 wz°a ~ S~Qtn j-. 1 ~~ ~t ~ ~. "~`~ ~ ~. ~, ~ ~ x 4. ~ o ~ ~~ ~ E ~ ~ ~ '. h ~ 4 ~u c 'qyv i p a l . W U1 R` ~ I n ' ~ ' "ti 0. ~--'~ i~ J' ~ n~ I ~ ~:} ~~, ,~ t~ I :J to ~c ~ z ~, ; ~ ~ ~ :~_ ~ ~ : ! ~ r ~ j ~ ~ i1 /~ ~ ~ ` G O r,7 ' O v ~ q `7- I ,y ~ 2 ~ O ~ -r ~' I ~ ~ ~ ~ ~~ O 'c ; , , ~.. ' `` 4' ~ ! (~ ~(~a I . Z v i by :. v f J ~ n.' ~ i4 ', ~ ;i j i 1~ ~~~ i ( ~~' !i ('P ~U ( r ~ ~ 1 li.I t' Z ti i '`~ o' i ~~ ~ ~ ~ ~ ~` ~ o O~ U w I i ~ ' ~ V7 o W c!1 ATTACHMENT E Project Implementation Agreement (Receptor 5) ~~Z~,1ECT ~1hIPL,~MENTATION AG>E2EEVIENT (Noise Reduction Improvements-Tustin Ranch Road Extension) This Project Implementation Agreement (this "Agreement") is made and entered into as of the day of , 201 1, by and between the CITY OF TL•STIN, a municipal corporation of the State of California ('`City"), and the TUSTIN COMMUNITY R.EDEVELOPMEN'T AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as ``City"}, and FRANK CiARiLLA and SHAWNA RENE BARll,LA (collectively referred to herein as "Owner") on the other hand. A. Owner awns 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 "Custin Ranch Road Extensian-Walnut Avenue to Valencia North Loop Road (Final Supplement}; and Addendum to the Final EISlEIR far the Disposal and Reuse of MCAS Tustin for Zone Change (Specific Plan Amendment 05-002) (collectively, the "F,IR"}. D• The Applicable Mitigation Measures :-squire the construction of a sound wall (a "Sound Wall"} in certain locations adjacent to both the eastern and western boundaries of the Project arsa, and the installation of certain property-specific improvements flesigned to abate noise far specified residential and institutional properties located adjacent to the Project area (the "Pro e (collectively, the Sound Walt and Property-Specific Improvements are referred po inlthis 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 Putt 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 Iicense to enter the Property to document the Pro ert p y's existing condition; (iii) Owner's grant to City of a limited right of access and entry to the Property to perform all activities related to construction of a portion of a Sound Nall pursuant to an Agreement to Enter, Construct, and Psrmanently Convey Sound Wall between City and Uwner, the farm of which is attached hereto as Exhibit C; (iv} the cooperation of Owner in City's installation of the Sound Wall on, abutting andlor adjacent to the Property; and (v) any future ancillary costs for increased cleaning and maintenance of the Property and improvements located thereon incurred by Owner or its tenants andlor any fu#ure impact on the use or enjoyment of the Property suffered by {owner ar its tenants as a result of dirt, dust, or noise attributable to implementation of t;`te Project and the Noise Reduction Improvements (collectively, "Ancillary Costs"). G• Owner is willing to accept such Mitigation Payment, conveyance to Owner of that portion of the Sound Wall constructed on the Property pursuant the Agreement to F,nter, Construct, and 7b.3486.1 Permanently Convey Sound Wall, if any, and other good and valuable consideration as full payment far and satisfaction of (i} Owner's right to installation of all applicable Noise Reduction Improvements; (ii) Owner's grant to City of a lirnited right of access and entry to City far purposes of performing all activities related to construction of the Sound Wall pursuant the Agreement to Enter, Construct, and Permanently Convey Sound Wall; (iii} Owner's grant to City of a license to enter the Property to document the Property's existing condition; (iv) Owner's cooperation ~;n City's installation of the Saund Wall; and (v} all Ancillary Costs, subject to the terms and conditions set forth in this Agreement. NOW, "I~HEREFORE, in consideration of the mutual prornises, covenants and conditions contained herein, and other good and valuable consideration, the rec;eipt and sufficiency of which is acknowledged by each of the parties, City and (honer 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 far potential Ancillary Costs. 2. ?1%Iiti ation Pavment. City hereby agrees to pay Owner a Mitigation Payment in the amount of One "Thousand Dollars and 001100 Cents ($1,000.00), and conveys to Owner all. right, title and interest in that portion of the Saund Wall constructed on the Property pursuant the Agreement to fsnter, Constnuct, and Permanently Convey Sound Wall, if any, as consideration for, and/or in full satisfaction of all costs and expenses far (i) Owner's cooperation in installing the Sound Wall on, abutting and/or adjacent to 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) Owner's grant to City of a limited right of access and entry to City for purposes of performing all activities related to construction of a Sound Wall aursuant the Agreement to Enter, Construct, and Permanently Canvey Sound Wall; (iv} installation of the Property-Specific Improvements that are listed an Exhibit B; and (v) future Ancillary Costs incurred or sul~'ered by Owner or its tenants. Owner hereby acknowledges and confirms its acceptance and receipt in full of such Mitigation Payment and all right, title and interest in that portion of the Sound Wall constructed on the Fmperty. Owner further specifically confirms that such Mitigation Payment and interest in, and title to, that portion of the Sound Wall on the Property are sufficient to fund and provide the c~.~mplete implementation of the Noise Reductian Improvements applicable to the Property an8 C)wner is wining to accept such Mitigation Payment and portion of the Sound Wall in full satisfaction of Uwner's right to installation of the applicable Naise 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 indepencently by City in addition to City's payment to Owner of the Mitigation Payment. 3. Implementation of Proaerty-Specific Improvements by Owner. Owner hereby confirms that City's payment and Owner's acceptance of the t~Iitigation 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_~ecific Improvements. Owner hereby acknowledges and confirms that City has obtained and provided Owner with specifications for, and an 763~Rb. l estimate of the cost to install, the Property-Specific I~.nprovements that are listed on F,xhibit 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, conveyance to Owner of that portion of the Sound Wall on the Property, and payment to Owner of the Mitigatian Payment constitutes full implementation of the Noise Reduction Improvements for the Property as required by the Applicable Mitigation Measures. Owner further a~-ees that the City's installation of the Saund Wall, conveyance to Owner of that portion of t}~e Sound Wall on the Property, 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. 6. Acknowledgements and Release. C'wner acknowledges and confirms that fallowing 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 wi[) 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 ,}f the Mitigatian Payment, shall constitute full and fair compensation and consideration for any and all claims that (hvner, 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 andlar 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 hc;reby agrees as follows: a. Except with respect to City's obligations under this Agreement and the Agreement to Enter, Construct, and Permanently Convey Sound Wall, and City's obligation to construct the Saund 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, ag nts, 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 Keduction 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 casts for increased cleaning and maintenance of the Property or improvements located thereon incurred by Owner or its tenants andlor any impact on the use ar 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 b~~ Owner or any third party of any claims caused by, resulting from, or attributable to th negligent, reckless, or wrongful conduct of City ar any of its officers, employees, contractors, representatives, or agents. "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 3 763456. t 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 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 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. 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 ofthe Civil Code to the full extern 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 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. Ciry 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 ar 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 Dray Tustin, CA 92780 Attention: Mr. Ken Nishikawa Woodruff, Spradlin & Smart With a Copy To: 555 Anton Boulevard Costa Mesa, CA ~~2870 Attn: Douglas C. Holland 4 1634$6.( I'a Owner: Frank Barilla and Shawna Rene Barilla 2362 Basswood Circle `Tustin. CA 92780 9. Successors and Assi~tts. `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 andlor Agency may, at theirlits option, assign theirlits rights under this Agreement without obtaining the consent of Owner. 10. Entire Aareernent. tIo representations or covenants of any kind other than those expressly contained herein have been made by either party hereto. "Phis Agreement may only be modified ar amended by an a~-eement in writing duly executed and delivered by ouch of the parties hereto. 1 l . Severabili If any provision of this instrument, or the application thereof to any person or circumstances,. is found to be invalid, the remainder of the prop isions 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. l2. Memorandum of Agreement. Owner and City shall execute a memorandum of agreement pertaining to this Agreement, in the form a~tached hereto as Exhibit D. Such memorandum of agreement shall be recorded against the property in the Official Records of Orange County following execution of thereof. 13. Gavernin~; Law. This Agreement shall be governed in accordance with the laws of the State of California. l4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute a single agreement. j.SIGN~ITURES ON~'OLLC1tYING PAGEJ 5 7G3d8G.t + t IN WI"['NESS WHEREOF, the parties have executed this Agreement as of the date first written above. C~RANT(?I2 CITY ~~""~- CITY OF TUSTIN, a municipal corporation of the BY~ ~ ~ °°- State of California Fra'k Barilla "~ ~- ~ f' ~ " ~ By: _ ~ ~ By: mr,~ E r ``< Name: Shawna Rene Barilla Title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency By: Name: Title: . ATTEST: By: Pamela Stoker City Clerk APPROVED AS TO FORM: Eiy: Douglas C. Holland City Attcrney 763dHb. t 6 ~:XF~iBIT A '~escric~tion of l'ro[terty Address: 23b2 Basswood Circle Tustin, California 92784 Legal Description Lot 73 of Tract 78 t 3 in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 344, Pages 42 to 47 inclusive, of Miscellaneoz~s Maps, records of Orange County, California. ~1PN: 432-453-25 763486.1 EXI-IIBIT S Poise Reduction Improvements 1. Property-Specific Improvements applicable to the Property: None 2. For purposes of protecting the Property, a Sound Wall will be constructed on or abutting the Property, and/or within the Tustin Ranch Road Right-of--Way on City property adjacent to the Property. The anticipated location of the found Wall is generally depicted on the drawing attached hereto; however, the exact location of the Sound Wall is subject to change in the City's sole discretion. 7~33axb. ~ m ~~ ,.- ,; _ N 7 ~ ~ 4 N 1' :,~ x N ~ M ~ ~ n ~~ nth-fMl 111 i 1 O'iN.. `` N "A ~.l a l ~ ~,-r° _"~~ c~ - \ e J ~ ~~ r __ .._:~ -~--.----' ', 1 ,f ~ f~ ~ X ~' tom. ~.". O ' 4 0 4, ~4Uti ~`~~ ~~ x ~ (~~:`! I';I,. ~~ l ~ ~ ~~ ~ ~~~~~ < <_, ~f ~ ~ l ~, ~il ~~~~I I i ~~ ~v 4 _ ~i) 4xJ~Q `~~ I ~~ , ~°z~o a~ ~; ~ ~ ~~.. i ~~ ;~ i ~ .'-,~'. ~,.~ ~ i~ ;~~~G _~ i I ~s C9 ~ ~I ~~..' ~ ,~ v ~.u = 3Zo 2' j~E~.J ~" 2 ~ ~ pVZ 3 ~ Wz°a ~cQ~ 2 ~ ~ ~ jIl x1 ~S'\ ~ ~ i ~, ~ ~ '~ ~' j '~ 1~: I }w CYt t1 n S j C~ c , -J ~ ~ ~ b t i l C fY C ~ W :r_ ! ~ ~"J ~ ~ > U~j + ,~ , f i W s I }---~~x ~ ~ i'. it ~ ^, i I <: I' ' ( 1r5 L ' I ~ IIII ~ .~y °~ f ~C ~~ ! ~ t~ `~ , . i i ~ Li ~ rr i . ~ ~ ~ ~' = ~ ~. ~ 1- ~ ~ r} s n .-~ ~; ~~ L I ~, ~ `t r-- s IJ ~~ t-:} I~. 1 ~C y ~ i I{ S ~ Q ~ E ;~ I,j'1( ~O ~ W "' ~ f ifl ( Z W ~} M ~ ~~ I \~~ u t~ ,. w N ~ I ; ,, r r ,~ , ., '~, ,! ,~ ~~,,i ~ s F- CWC ~G ~' a. 0 Z .Q O O ~- ac ~? _ _ u~ z_ Q V ~ ~.' z ,~ ~ S N ~ r~ ~ f a a ~.XHt~ (T C h_orm of Aereement to Enter Construct and Permanently Canvey Sound ''Nail (See Attached) 7b34&6.1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 00 Centennial Way "Tustin, CA 92780 Exempt from recording tee per Government Code §§ 61(}3 and 27383 4SG-4J~-GJ (Space Above'I'his Line for Reaxrder's Use} AGREEMENT T4 ENTEIEZ. CONSTRUCT, AND PEItiV1ANENTLY CONVEY SOUND WALL (Sound Wall---Tustin Ranch Road Extension) This Agreement To Enter, Construct, and Permanently Convey `3ound Wall {this "Agreement"} is made and entered into as of the day of 201 I, by and between the CITY OF T[1STIN, a municipal corporation of the State of California ("`City"), end 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 FRANK 3ARILLA and SIIAWNA RENE BARILLA (collectively referred to herein as "Grantor") on the other hard. A. Grantor 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 in conjunction with its development of the Tustin Legacy project and implement, in connection with the extension of the road, the measures required by the Noise Mitigation Program for Tustin Ranch Road Extension-Walnut Avenue to Valencia North Loop Road (the "Project") as required by the Environmental Impact Report for the Project and related documents {the "Applicable Mitigation Measures''). C. In order to implement the Project and Applicable Vtitigatian Measures, City must construct a sound wall (the "Sound Wall") on the vrestern side of the Project, which Sound Wall is proposed to be located adjacent ta, upon a portion of; and/or abutting certain parts of the Property as generally depicted on Exhibit B (the "Work"). D. City desires temporary entry on, and access to, the Property for the limited purpose of constructing the Wark, and Grantor is willing to provide this right to ender and access subject to the terms and conditions set forth in this Agreement. E. To the extent that any part of the Sound Wall is to be constructed and located upon a portion of the Property, City desires the right to construct the Sounci Wall upon such portion of the Property for the benefit of Grantor, and, effective following completion of construction, hereby conveys the portion of the Sound Wall located upon such portion of the Property to Grantor as a permanent fixture 7~,sas~. i appurtenant to the Property, and Grantor is willing to provide such rights and accept such conveyance subject to the Terms and conditions set forth in this f'lareement. NOW, "l'HEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other goad and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, the parties agree as follows: 1. Right of Enter. Grantor hereby grants to City non-excusive permission to enter over and across, as well as to use the Property as is reasonable and necessary for the purpose of performing and completing the Work. Such access and use includes, `gut is not limited to access for ingress and egress by City and City's employees, contractors, subcontractors and representatives (collectively ``City's Agents"), and the doing of such other acts as are authorized or required in connection with the completion of the Work. No access to, entry upon, or use of the Property by the general public is authorized hereunder, and City shall not encourage or permit the general public to access, enter, or use the Property, and City and City's Agents shall not materially interfere with Grantor's use and enjoyment of the areas of the Property that are not subject to entry for construction of the Sound Wall. 2. Right of Entry Term. The term ("Term") of the Right of Entry provided in Paragraph 1, above, shall commence on the date hereof and all of the rights, privileges and benetits under Section 1, above, shall expire upon the date of completion of the Work. 3. Right to Construct Sound Wall on Property. Grantor hereby grants to City and City's Agents the right to construct part of the Sound Wall, for the benefit of Grantor, upon a portion of the Property, including the right to remove, alter, or demolish any landscaping, hardscape, portion of any existing wall, or other improvements upon such portion cif the Properly and encroaching upon the proposed location of the Sound Wall, and to connect .he new Sound Wall with any portion of an existing wall or improvements located upon the applicable portion of the Property, which existing wall is in close proximity to or abuts the location of the proposed Sound Wall. Grantor understands and agrees that some or all of the Sound Wall may not be constructed upon the Property and that City shall not be obligated to construct any portion of the Sound Wall upon the Property if determined to be infeasible by the City, in its sole discretion. ~I. Conveyance of Portion of Sound Wall Followin Completion of Work. Following completion of the Wvrk, City hereby conveys to Grantor as a permanent fixture appurtenant to and part of the Property, such portion. of the; Sound Wall which is located upon the Property, and Grantor hereby accepts such conveyance of such part of the Sound Wall as a permanent fixture appurtenant to and part of its Property. From and after construction of the Sound Wall, Grantor hereby confirms that the portion of the Sound Wall located upon the Property shall be part of the Property and Grantor shall have the duty of maintaining such portion of the Sound Wall and the sole right to use and enjoyment of such portion of the Sound Wall. 5. No Interference with Grantor's Use. Grantor covenants, represents and warrants that the construction of the Sound Wall upon a portion of the Properly and subsequent conveyance of the portion of the Sound Wall located upon the Property will enhance Grantor's property value by protecting it from noise associated with, and/or views of vehicles using Tustin Ranch Road, and construction and City's and City's Agents' use of the Property as set forth in this Agreement shall be deemed not to materially interfere with the use and enjoyment of the Property by Grantor or Grantor's tenants, if any. 6. Entrv at Qwn Risk• No Duty tv Warn. City and City's Agents shall access, enter and use the Property at his/her/its own risk and peril. Grantor shall have no d ity to inspect the Property {or any 2 763486.1 portion thereof} and no duty to warn of any latent ar patent defect, condition ar risk which may exist an the Property. 7. Liens. City shall not permit to be placed against the Property, or any part thereof, any mechanics', materialmen's, contractors' or other liens (collectively, the `Liens"} arising out of the acts or omissions of City or City's Agents hereunder. City hereby indemnifies and agrees to hold Grantor and the Property free and harmless from all liability for any and all such i.iens, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs reasonably incurred by Grantor in connection therewith. if any such Liens shall at any time be retarded against the Property or portion thereaf as a result of the Wark, City shall either (i} pay and discharge she underlying claim and cause a lien release to be recorded, or (ii} furnish to Grantor a surety bond or other security reasonably satisfactory to Grantor protecting Grantor against liability for such Lien and holding the affected Property free from the effect of such Lien, or (iii} take another action sufficient to protect Grantor against liability for such Lien and hold the affected Property free from the effect of such Lien. 8. Hazardous Substances. City and City s Agents shall not use, store or transport or allow the use, storage or transportation of any hazardous substances an or onto the Property. 9. Authority to Execute. City represents and warrants to Grantor that the persons executing this Agreement for City are authorized to act for City and to enter into this Agreement and no permission or consent of any other person is required to approve this Agreement or perform hereunder. Grantor warrants and represents to City that Grantor is the sole owner of the Property and may execute and approve this Agreement and no permission or consent of any other parson is required to approve this Agreement. 10. indemnification. City agrees to hold ~annless and indemnify Grantor 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 Grantor proximately arising out of, ar resulting from, City's execution of the Work and/or exercise of the emporary use and access rights and construction rights granted by this Agreement in a .manner that is reckless or involves negligence ar wrongful misconduct. 11. Restoration of the Property. Except for any portion of the Property that will accommodate the Sound Wall, upon completion of the Work, City shall, at its own cost and expense, restore the Property to the same condition in which it was prior to City's entry. 12. Documentation of Property Condition. In connection with City's indemnification of Grantor for damage to property and obligation to restore the Property as set forth in this Agreement, Grantor hereby grants City the right to document the pre-existing condition of the Grantor's property located in proximity to the location of the Work prior to City's entry and access to the Property, which documentation includes the right to document, videotape and photograph the pre-existing condition of Such Property. 13. Subiect to Extrinsic Conditions. Except as otherwise expressly provided in Paragraph 14, below, the rights of access to, entry upon, and construction upon the Presperty by City, as set forth herein, are subject to all easements, covenants, conditions, restrictions, res4rvations, rights, rights of way, encumbrances, assessments, leases and other matters of record, apparent or of which City is or should be aware, as such matters now or hereafter affect the Property or any portion thereof. 1~. Grantor's Covenants Warranties and Re rg esentations Re arding Leases Afi'ecting the Pro e .Grantor agrees to provide notice to City of any oral or written lease affecting the Property and 7b34&6.1 to provide City with a copy of any such lease. In the event the Properh~ is or becomes subject to a Lease, then, notwithstanding Paragraph 13, above, Grantor covenants, warrants and represents that such lease does not prevent Grantor from entering into this Agreement, and that Grantor is authorized to grant the City the Right of Entry and to allow the constniction and City's and City's Agents' use of the Property contemplated by this Agreement. Grantor further covenants, warrants and represents that Grantor will take all actions and provide all notices to tenants required by such lease, if any, necessary to permit City to exercise the rights granted pursuant to this Agreement. Grantor hereby agrees to hold harmless and indemnify City and City's Agents from and against any and all claims, damages, liabilities and causes of action arising out of the inaccuracy of any representations, or the breach by Grantor of any warranty ar covenant, set forth in this Paragraph 14. 15. Notices. Any and all notices given or delivered by any party hereto shall be delivered in person or by Federal Express ar 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 00 Centennial Way ~'ustin, CA 92780 tlttention: Mr. Doug Anderson With a Copy To: Woodruff, 5pradl;n & Smart 555 Anton Boulevard Costa i't~lesa, CA 92870 Attn: Douglas C. <lolland To Grantor: Frank Barilla and Shawna Rene Barilla W362 Basswood Circle ""ustin, CA 92780 16. Successors and Assi s. "Chis Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 17. 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. 18. Severability. if any provision of this instrument, or the application thereof to any person ar 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 be, shall not be affected thereby. 19. Survival. Grantor and City hereby confirm that the provisions of this Agreement, including, but not limited to, Paragraphs 3 and 4 of this Agreement, shall survive the expiration of the Term of the Right of Entry as provided in Paragraph 2, and all of this Agreement shall remain in full force and effect following such expiration of the Term of the Right of Entry. 20. Governing I.aw. This Agreement shall be governed in accordance with the laws of the State of California. 4 ?G3486.1 21. Recordation. City and Grantor hereby confirm and acknowledge that this Agreement shall be recorded in the Official Records of Orange County, California, fallowing execution. ?2 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. GRANTOR By: __ Frank Barilla ~Y= Shawna Rene Barilla r'ITY CI"I'Y OF TUSTIN, a municipal corporation ofthe State of California I3y: _ Name: "Title: .~.GENCY '1'USTIN COMMUNITY REDEVELOPMENT ~aGENCY, a California redevelopment agency L3v: _ lviame: Title: ATTEST: By: Pamela Stoker City Clerk ~~PPROVED AS TO FORM: I3y: Douglas C. Holland City Attorney 5 7G348b.1 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 die within instrument and acknowledged to me that he/she/they executed the same in his/herltheir authorized capacity(ies), and that by his/herltheir 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 ot~icial seal. Signature (Seal) 763-186.1 State of California } ) ss. Cvunty of } nn before me, , a notary public, personally appeared _ _, who proved to me on the basis of satisfactory evidence to be the persons} whose name(s) isJare subscribed to the within instrument and acknowledged tv me that he/sheithey executed the same in his/her/their authorized capacity(ies}, and that by his/her/their signatures} on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY C?F PERJURY under the IarNS of the State of California that the Foregoing paragraph is true and correct. WITNESS my hand and vfiicial seal. Signature (Seal) 763486. 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/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 signatures} on the instrument the persons}, or the entity upon behalf of which the persons} acted, executed the instniment. 1 certify under PENALTY Of' PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. t~V1TNESS my hand and ofTicial sea(. Signature (Seal ) 1634$6.1 State of California ) SS. County of ) On before me, , a notary public, personally appeared , ~vho proved to me on the basis of satisfactory evidence to be the person(s) whose names} islare subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in hislher/their authorized capacity(ies}, and that by his/her/their signatures} on the instrument the person(s), or theentity upon behalf of which the person(s) acted, executed the instrument. [ certify under PENA[,'I'Y nF 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) 763486.1 ~XIIIDIT A Le~at Description of Property mot 73 of Tract 7813 in the City of Tustin, County of grange, State of California, as shown on a map filed in Book 344, Paces 42 to 47 inclusive, of Miscellaneous Maps, records of Orange County, California. APN: 432-453-25 7633&6.1 Exhibit ~ i~~iction of Anticipated ARprorimate Sound Wail Location (See Attached) 7~3ax~_i ~, ~ ii i it ( ---r- _ I - --____- ~ ~ ~~ ~J~ ~ i ~' _ ~r:j~`_ t' t} i , ~ -- ~ ~ ~ . --- _-- v a ~.. ~ I I~ ~) .~1, ~____, ~ o ~ ~~ ~ ~~~~~. \ ~ ~, ! v I 0 ~ ~_ _ __ ~ ~ ~~ ~ ~ Q ,~ r ;l ~ ~ ~ Q ,~ N ~ ~~ \ ~ ~`• ~N ~ (~ ~ ~~~ t ~ ry ~~ ,'~ ~ ~ i ~~ + `~jl q ^ y~~ I ~ _~ ' --'~, ' - Yr. i i ~. ~ ~ _ _._ ..__ ~ _.. - -' i ~ ~~~r~ ~' ' ~ ~ ~ -- i r' ,I i C{'~ ~ y ~~ O ~ v 'r ~ ~ ~ ~'~ ~! I ~ zz ~ ~ , , . ,~ a ~ -~„~ ` ~`i ~ _ ~ I ~ li ( I l ~ . ~ ~~ j ~ ~ ~ o l• ~ I "` `. I ~ ~ i ~ ~ ~ ~ J z ~ r z `'' I ~ , ~I!I ~ r ? x x ~ ~ ~ ~ ` ~ } ' J 2 ~ ~~ ! s !) ~ ~ t 1 WZ3 I ~ I~ ~~ ye I.. ii + I ~` ~`~ a ~ ~ ~ a M ~ ~~ ~ f ~ ~ v ;d `,_.- f ` 1~ ~ 4: ~ ~ I ~ ~ r ~ =' ! ` 1 I . _ v, ,.a ~ x { ~~~~ ~ t ~ 2 1 , ' u-+ ~. ~ ~~ ~ i ~ ~ ~,~ ' O J.~ ^~ i ~ ~ I O.. ~ I i Q ° ~~ ~ ' ~ xQ° a ~ I ' ~ Z vl ~ ~ ' (I ' I ¢ ~ ~ ~ ~ ~ o G Qom.. r ~~ `~ ~ ! I I~ ~ ~ I I I ' ~ i ~ ~ { d V L1. Q CL 1 ~:xxI1~IT D Memorandum of I'raiect Implementation Agreement (See Attached) 16348fi.1 RECORDING RF.QUFSTED BY AND WHEN RECORDED RETURN TO: City of Tustin Attn: Ken Nishikawa 300 Centennial Way 'Tustin, CA 92780 Exempt from recording tee per Government Cade §§ 6103 and 27383 APN: 432-453-25 (Space Above This Line fbr Kecordcr'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 TIISTIN, a municipal corporation of the State of California ("City"), and the TUSTIN COMMUNITY REDE~/ELOPMENT AGENCY, a California redevelopment agency ("Agency"), on the one hand (City and Agency are collectively referred to herein as "City"), and FRANK.3AIZILLA and SHAWNA RENE I?ARILLA (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 :hat certain real property owned by Owner located in the City of Tustin, County of Orange, State of Calit<~rnia (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, THERL:FORE, 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 Gone-time Mitigation Payment from City and conveyance from City to Owner of that portion of the Sound WaII constructed on the Property, if any, as consideration for, andJor in full satisfaction of ali costs and expenses for, (ii Owner's cooperation in City's 76386. I installation of a Sound Wall on, abutting andfor adjacent to the Property; (ii} {hvner's grant to City of a temporary license to enter the Property and document its existing condition; (iii) Owner's grant to City of a limited right of access and entry to City for purposes of performing all activities related to construction of a Sound Wall; (iv} installation or`the Property-Specific Improvements applicable to the Property; and (v} the future Ancillary Costs incurred or suffered by Owner or i±s 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 and interest in, and title to, that portion of the Sound Wall on the Property to fund and implement the Noise Reducti~m Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment and portion of the Sound Wall as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment far the Ancillary Casts. (c) Pursuant to the Agreement, by accepting the Mitigation Payment and conveyance of that portian of the Sound Wall on the Property from City, 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 Uwner 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 and conveyance of that portion of the Sound Wall on the Property 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 instalhition of the Noise Reduction Improvements or Ancillary Costs incurred or su~~ered 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 faith 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. 7v~ax~.t 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 he binding upon and inure to the benetrt 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 continn 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 ::ounterparts, each of which shall be deemed an original and which together shall constitute a single agreement. j,SIGNATURES ON FGLLUWING P~2Gr J 3 76348fi.1 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first tivritten above. OWNER Sv: Frank Barilla E3y: Shawna Rene Barilla CITY CITY OF 'TUSTII`1, a municipal corporation of the State of California I3y: _ P~ame: €'itle: AGENCY ~,USTIN COMMUNITY REDEVELOPMENT r1GENCY, a California redevelopment agency E3y: ?dame: title: A"I'TES'I': By: Pamela Stoker City Clerk APPROVED AS "I'O FORM: 13y: Douglas G Holland City Attorney 4 %63486.1 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 6e the persons} whose names} islare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/herttheir authorized capacity(ies}, and that by his/herttheir signatures} on the instrument the persons}, or the entity upon behalf of which the persons} 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 seat. Signature (Seal} 763486.1 State of California ) SS. County of ____._~) On before me, . a notary public, personally appeared , wha proved to me on the basis of satisfactory evidence to be the person(s) whose namw(s) islare subscribed to the within instrument and acknowledged to me that hetshe/they executed the same in his/herltheir authorized capacity(ies), and that by hislherhheir signatures} on the instnament the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY t~F PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI"I'NESS my hand and ol~icial seal. Signature (Seal} ~~aaxh. ~ 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 persons} whose names} is/are subscrioed to the within instrument and acknowledged to me that he/shelthey executed the sama in his/her/their authorized capacity(ies}, and that by his/herltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the pcrson(s} acted, executed the instrument. 1 certify under PENALTY OF PF,RJURY under the Eaws of the State of California that the foregoing para~-aph is true and correct. WI'CNESS my hand and official seal. Signature (Seal} 763486.1 lrx>~rBiT a Leal Description of Property Lot 73 of Tract 7813 in the City of Tustin, County of Orange, State of California, as shown on a map f11ed in Book 344, Pages 42 to 47 inclusive, of Miscellaneous Maps, records of Orange County, California. ~1PN: 432-453-25 7634&6.1 EXHiPIT ~ ~'~ally-executed Proiect Isnolementation Agreement (See Attached) 76~ax6. i ATTACHMENT F Memorandum of Project Implementation Agreement (Receptor S) RECC}RDiNG REQUEST"ED BY AND WHEN RF`CORDED RE"FURN TC?; City of Tustin Attn: Ken Nishikawa a00 Centennial Way Tustin, CA 92780 Exempt from recording fee per Government Cvde §§ 6143 and 27383 APN: 432-453-25 (Space Above This Line for Kecordar's Use) ~IF,MORANDliM OF PROJECT IMPLEMENTATION AGREEMENT This Memorandum of Project Implementation Agreement (this "Memorandum''} is made and entered into as of the day of , 2411, by and between the CITY OF TUSTtN, a municipal corporation of the State of California {"City"), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California redevelopment agency (•`Agency"), on the ane hand (City and Agency are collectively referred to herein as '`City"), and FRANK BARILLA and SHAWNA RENE BARILLA (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 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 afl 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 agrae and confirm as follows: 1. Definitions. All capitalized words used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement. 'Perms of A rg_eement. (a) Pursuant to the Agreement, Owner has accept~;d a ane-time Mitigation Payment from City and conveyance from City to Owner of that portion of the Sound Wall constructed on the Property, if any, as consideration for, and/or in full satisfaction. of all costs and expenses for, O Owner's cooperation in City's installation of a Sound Wall on, abutting an=~/or adjacent to the Property; {ii) Owner's grant to City of a temporary license t~ enter the Property and document its existing condition; {iii) Owner's grant to City of a limited right of access and entry to Ciry for purposes of performing all activities related to construction of a Sound Wall; (iv} installation of the Property-Specific Improvements applicable to the Property: and (v} 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. f b) Pursuant to the Agreement, by its acceptance of such Mitigation Payment, Owner acknowledged and confirmed the sufficiency of such Mitigation Payment and interest in, and title to, that portion of the Sound Wall on the Property to fund and implement the Noise Reduction. Improvements applicable to the Property, and confirmed its acceptance of such Mitigation Payment and portion of tl~e Sound Wall as full satisfaction of Owner's right to installation of applicable Noise Reduction Improvements and as full payment far the Ancillary Costs. (c} Pursuant to the Agreement, by accepting the Mitigation Payment and conveyance of that portion of the Sound Wall on the Property from City, 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 alt 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 Keduction Improvements pursuant to the E1R andfor 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 and conveyance of that portion of the Sound Wa11 an the Property shall be sufficient consideration far 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. 7_r.:dk L i 2 3. Provisions. To the extent of any inconsistency between the Agreement and this i42emorandum, the Agreement shall control. ~• Successors and Assigns. This Merlarandum shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. ~• Governina Law. 'I'bis Memorandum shall be governed in accordance with the laws of the State of California. ~. Recordation. City and Owner hereby confirm and acsnowledge 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 be deemed an original and which together shall constitute a single agreement. j:SIU1V~f7'URES ON FOLLOWING P~fG'EJ 1N WITNESS WHEREOF, the parties have executed this P~Iemorandum as of the date first tivritten above. C)WNEIZ I3y CITY CITY OF TUSTIN, a municipal corporation of the State of California By: Name: Title: AGENCY TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a Cal fornia redevelopment agency Tay: Name: Title: ATTEST: By: Pamela stoker City Clerk APPROVED AS TO FORM: By: Douglas C. I Tolland City Attorney 4 'h3dKI I Qy. ~ ~~.~e__- State of California } j SS. County of ;__,__,~_,__,___) On ~= .,~' ;~ ,~ i bef`ore me, '~ ~ ~ , a notary public, personally appeared E _, _ ,who proved to me on the basis of satisfactory evidence to be the person(;} whose narue(,~ is/ate subscribed to the within instrument and acknowledged to me that helsk~the~C executed the same in his~l~th~ir authorized capacity(-ies~, and that by leis/Itr signature(s'} on the instrument the person(, or the entity upon behalf of which the person(~acted, executed the instrument. [ certify under PENALTY C?F PERJURY under the Laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and ofticial scat. Signature __ _~____ {Sea1) " =:~`~ ~ " ,. ERICA E$AC>~ ~ U COMM. # 1E875i4 ~~- NO NIA C ~ ORANGE CC~UN7Y COMM. EXPIRES APRtI 27 2014 '~ ?t, 3~R 1 I State of California } } ss. County of Eyd p. ~) On ~~ • ~ j before me, ~`~~ ~a~ , a notary public, personally appeared Sha~.sn a ~~ lg~, ~ ; i! 4 ,who proved to me on the basis of satisfactory evidence to be the person(~vhose narze(~,yis/ace-subscribed to the within instrument and acknowledged to me that hefsheltl~ey executed the same in-kis/her/t}}air authorized capacity(~es}, and that by ki~sy'her/heir signatures} on the instrument the person(,d}, or the entity upon behalf of which the person(} acted, executed the instrument. I certify under PENALTY OP 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} -- hw ~ E~lca ~a~~ c~I~~n. # Y8a~s14 ~ "" S Nt)tARY pttBliC - CAtIfORN1A aNAMGE COUNfiY Q GOMPA. EXPIRES APRiI 27 2014 '' i6;1R I 1 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 hisiherltheir authorized capacity(ies), and that by hislherltheir 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} '6 ;.i tt 1 l ~:XIIIBIT A I.e~al Ilescription of Property Lot 73 of Tract 'r 813 in the City of Tustin, Caunty of Orange, State of California, as shown on a map filed in Book 344, Pages 42 to 47 inclusive, of Miscellaneous Maps, records of Orange County, California. LPN: 432-453-25 IrYIiIBIT B -executed Proiect Implementation A regiment (See Attached} -~;,au~ i