HomeMy WebLinkAboutRES CC 2019 3785 2019 0206 RESOLUTION NO. 2019-3785
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, APPROVING AN
AGREEMENT FOR THE ACCEPTANCE OF ORA
ASHFORD MAINTAINED LANDSCAPE AREAS IN THE
MERIDIAN HILLS DEVELOPMENT INTO ASSESSMENT
DISTRICT AD-07-02, PAYMENT FOR CERTAIN
LANDSCAPE IMPROVEMENTS, AND PARTIAL
TERMINATION OF ORA ASHFORD'S REMAINING
OBLIGATIONS UNDER A DEVELOPMENT AGREEMENT
WHEREAS, the City Council approved Residential Planned Development (RPD)
99-02 and Tracts 5187 which allowed West Pointe Homes to construct the Meridian
Hills housing project, which later also included housing units in Tract 5405 ("Project")
within the City of Moorpark; and
WHEREAS, The City and West Pointe entered into a Development Agreement,
dated January 23, 2002, pursuant to which the Developer agreed to comply with the
conditions of approval of the Tentative Map, and
WHEREAS, subsequent to the approval of Tract 5187, West Pointe Homes, sold
the Project to William Lyon Homes in 2003 and then William Lyon Homes sold the
Project to ORA Ashford 94, LLC, ORA Marquis 89, LLC, and ORA Brighton 17, LLC
(collectively, ORA Ashford), as managed by the Resmark Companies, in 2008; and
WHEREAS, the conditions of approval of RPD 99-02 required construction of
certain landscaping improvements within the tract and formation of an assessment
district (Assessment District No. AD-07-02) within the tract to fund the costs of City
maintenance of these landscape improvements at such time as the maintenance is
taken over by the City; and
WHEREAS, William Lyon Homes constructed some of the Landscape
Improvements in Tract 5187 and in the later approved Tract 5405 prior to sale to ORA
Ashford (Phase I Landscape Improvements), and
WHEREAS, ORA Ashford was responsible for completing and maintaining those
Phase I Landscape Improvements until the City deemed them complete and accepted
them into the Assessment District No. AD-07-02, and
WHEREAS, In Fiscal Years 2007/08, 2008/09, 2009/10, 2010/11, 2011/12, and
2012/13, the City levied and collected assessments to fund the LMD Services (the
"Assessments") under the LMD Act. The City levied and collected assessments from
ORA Ashford as an owner of property in the LMD, in the amount of six hundred ninety-
seven thousand ninety dollars ($697,090); and
Resolution No, 2019-3785
Page 2
WHEREAS, in 2014 ORA Ashford sold the Project to K. Hovnanian Homes but
retained the obligation to complete the Phase I Landscape Improvements, and
WHEREAS, ORA Ashford have requested that City complete the required Phase
I Landscape Improvements and take over the maintenance obligations for the Phase I
Landscape Improvement areas using unspent funds collected from the Assessments;
and
WHEREAS, ORA Ashford and the City have negotiated a resolution of their
respective disputes with the other over the completion, funding, timing and other
aspects of the process by which the Phase I Landscape Improvements will be
completed and the resolution of other outstanding disputes and issues between ORA
Ashford and the City; and
WHEREAS, by separate agenda item, if and when the Agreement, entitled
"Agreement for the Acceptance of ORA Ashford Maintained Landscape Areas in the
Meridian Hills Development into Assessment District AD-07-02, Payment for Certain
Landscape Improvements, and Partial Termination of ORA Ashford's Remaining
Obligations under a Development Agreement," is approved by the parties, the City will
then consider taking over the completion of the Phase I Landscaping Improvements and
commence maintenance obligations for those Improvements using a specified amount
of Assessments with the balance of ORA Ashford paid Assessments returned to ORA
Ashford
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1 The City of Moorpark hereby approves the Agreement, entitled
"Agreement for the Acceptance of ORA Ashford Maintained Landscape Areas in the
Meridian Hills Development into Assessment District AD-07002, Payment for Certain
Landscape Improvements, and Partial Termination of ORA Ashford's Remaining
Obligations under a Development Agreement," attached hereto as Attachment 1, and
authorizes the City Manager to execute that Agreement on behalf of the City.
Resolution No. 2019-3785
Page 3
SECTION 2. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 6th day of February, 2019.
•��
�ce S. Parvin, Mayor
ATTEST: -$
Maureen Benson, City Clerk ���\�.�
Attachment 1 - Agreement for the Acceptance of .'tiAW - rd Maintained Landscape
Areas in the Meridian Hills Development into Assessment District AD-
07-02, Payment for Certain Landscape Improvements, and Partial
Termination of ORA Ashford's Remaining Obligations under a
Development Agreement
ATTACHMENT 1
Resolution No. 2019-3785
Page 4
AGREEMENT FOR ACCEPTANCE OF ORA ASHFORD
MAINTAINED LANDSCAPE AREAS IN THE MERIDIAN HILLS
DEVELOPMENT INTO ASSESSMENT DISTRICT NO, AD-07-02,
PAYMENT FOR CERTAIN LANDSCAPE IMPROVEMENTS, AND
PARTIAL TERMINATION OF ORA ASHFORD'S REMAINING
OBLIGATIONS UNDER A DEVELOPMENT AGREEMENT
This Agreement is made and entered this day of February, 2019, by and
between the CITY OF MOORPARK ("City"); on the one hand, and ORA ASHFORD 94,
LLC., ORA MARQUIS 89, LLC, ORA BRIGHTON 17, LLC (collectively, "ORA Ashford"),
on the other hand, (collectively, the "Parties"), for among, other things, memorializing
terms and conditions for the City's acceptance of certain landscape areas in the
Meridian Hills Development into Assessment District No. AD-07-02, payment to ORA
Ashford for certain landscape improvements (described herein).
RECITALS
A. West Pointe Homes, Inc. ("West Pointe"), was the original owner of the
real property located in the City known as the "Meridian Hills" residential development
(the "Project") and subject of an approved tentative map (the "Tentative Map") for Tract
Map 5187. Pursuant to City Council Resolution No. 2002-1938, pertaining to the
approval of the Tentative Map, the City determined that certain improvements, including
landscaping and drainage improvements, described in the Resolution were to be
constructed by West Pointe and maintained and serviced by the City. Condition No. 26,
set forth in the Resolution, required West Pointe to submit a petition and waiver to the
City for the establishment of an assessment district to fund future costs for the
maintenance of these improvements.
B. The City and West Pointe entered into a Development Agreement, dated
January 23, 2002, pursuant to which the Developer agreed to comply with the
conditions of approval of the Tentative Map. Pursuant to Section 6.13 of the
Development Agreement, West Pointe agreed to submit and gain approval of an
Implementation Plan that addresses the construction responsibilities of West Pointe for
all improvements required by the Tentative Map. The Development Agreement provides
that prior to the sale or any transfer of ownership of any portion of Tract 5187 (except
individual lots after construction of houses);-West Pointe shall seek City approval of an
amendment to the Implementation Plan to address the responsibilities of each entity.
Pursuant to Section 6.15 of the Development Agreement, West Pointe agreed to cast
affirmative ballots for the formation of an assessment district.
C. In 2003, William Lyon Homes, Inc. ("William Lyon"), purchased the Project
from West Pointe and the Development Agreement was assigned to William Lyon
pursuant to Section 3.2 thereof. Pursuant to Section 6.11 of the Development
Agreement, William Lyon filed an application for tentative map for Tract Map 5405 (the
"Affordable Housing Map"). Pursuant to City Council Resolution No 2003-2111,
pertaining to approval of the Affordable Housing Map, the City determined that certain
improvements including landscaping and drainage improvements would be constructed
by William Lyon and maintained and serviced by the City. Condition No. 17, set forth in
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Resolution No. 2019-3785
Page 5
the Resolution, required William Lyon to submit a petition and waiver to the City for the
establishment of an assessment district to fund future costs for the maintenance of the
landscape improvements. The assessment district could be a separate district or
combined with the one for Tract 5187, so long as the lowest cost was provided to the
homeowners of Tract 5405. Pursuant to Section 6.13 of the Development Agreement,
William Lyon submitted and the City approved an Implementation Plan and pursuant to
Condition No. 26 of Resolution 2002-1938 and Condition No. 17 of Resolution 2003-
2111, William Lyon filed a petition and waiver with the City requesting formation of an
assessment district.
D. In 2007, in accordance with the petition and waiver filed by William Lyon
and pursuant to the Landscaping and lighting Act of 1972 (California Streets and
Highways Code Section 22500 et seq. [the "LMD Act"]), the City formed Assessment
District No. AD-07-02 (the "LMD") to fund maintenance and servicing of certain
improvements, as described in Exhibit B to the petition and waiver (the "LMD Services").
E. Under that certain Mutual Release and Settlement Agreement, dated May
7, 2008, by and between the City and William Lyon, as predecessor in interest to ORA
Ashford, William Lyon was obligated to construct certain public improvements in the
LMD, however not all of the improvements were completed by William Lyon.
F. In Fiscal Years 2007/08, 2008/09, 2009/10, 2010/11, 2011/12, and
2012/13, the City levied and collected assessments to fund the LMD Services (the
"Assessments") under the LMD Act. The City levied and collected assessments from
ORA Ashford as an owner of property in the LMD, in the amount of six hundred ninety-
seven thousand ninety dollars ($697,090).
G. The City asserts that the LMD was properly established and that the
Assessments were properly levied and collected to fund the LMD Services and that
ORA Ashford was required to complete certain improvements to the City's satisfaction,
but because ORA Ashford failed to complete and thereafter maintain those
improvements even as of the date of this Agreement, the City also asserts that it was
precluded from accepting these improvements as complete and commencing the use of
the Assessments to thereafter provide for the LMD Services. ORA Ashford asserts that
it had satisfactorily completed these improvements and that the City should have
accepted these improvements.
H. The City further asserts that due to the failure of ORA Ashford to complete
and maintain these certain improvements the City is authorized to use the Assessments
to pay for the cost of acquiring and thereafter completing and correcting these certain
improvements and fund the LMD Services. The location of these certain improvements
are depicted on Exhibit A as Phase 1 Landscape Improvements ("Improvements").
ORA Ashford asserts that the City was not providing the LMD Services because the City
had not accepted the Improvements and therefore the City should not have levied and
collected the Assessments to fund the LMD Services. ORA Ashford further asserts that
it is entitled to a refund of Assessments in a minimum amount of $697,090. ORA
Ashford asserts that (1) the City refused to accept the Improvements causing ORA
Ashford to spend about $5,000,000 in maintenance for the last 10 years; and, (2) the
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Resolution No. 2019-3785
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City improperly required ORA Ashford to build the "hump trail" and the "ADA Retrofit
Trail" that were not part of the Improvements, costing ORA Ashford about $500,000. In
addition, ORA Ashford no longer has any interest in the Project, with the exception of
three (3) open space lots located within the Project's boundaries (i.e., Lots D (APN 513-
0-140-255); F (APN 513-0-171-135; J (APN 513-0-130-115 (collectively, the "Open
Space Lots") that were to be conveyed to the HOA and additional maintenance areas
that contain the Improvements (the Open Space Lots and additional maintenance areas
are referred to collectively "Maintenance Areas") Thus, ORA Ashford asserts that it has
no longer any obligations under the Development Agreement; and, has satisfied the
conditions for release of Grading and Improvements Bond No. 0611348 ("GI Bond").
The City disputes ORA's Ashford contentions, and disputes ORA is entitled to any
monies as further detailed in these Recitals.
I. In connection with entering into this Agreement, ORA Ashford also desires
to convey the Open Space Lots to the HOA. ORA Ashford will convey the Open Space
Lots to the HOA consistent with the Declaration of Covenant, Conditions and
Restrictions, etc. recorded against the HOA's property.
J. The Parties desire to enter into this Agreement to set forth the terms and
conditions under which (1) the City will accept the Improvements into Assessment
District No. AD-07-02, (2) the City will acquire and complete the Improvements and
maintain them thereafter using LMD funds, and (3) the City's and ORA Ashford's
respective rights as to the Assessments. The various claims set forth in the Recitals are
collectively referred to herein as the "Dispute," but none of the Parties concede any of
assertions of any other Party as to the Dispute.
TERMS
In consideration of the matters set forth above, that are acknowledged as correct,
and for a full and valuable consideration the Parties agree as follows:
1. ORA OBLIGATIONS, WARRANTIES, AND REPRESENTATIONS
1.1 ORA Ashford shall, as soon as practicable, but in no event no later than
March 1, 2019, cause the full and complete conveyance of the Open Space Lots to the
HOA, and promptly, thereafter, provide the City true and correct copies of any deeds
evidencing conveyance, filed stamped by the County Recorder's Office, as well as all
agreements between ORA Ashford and the HOA relating to the conveyance of the
Open Space Lots.
1.2 ORA Ashford shall indemnify, hold harmless and assume defense of, in
any actions of law or in equity, the City, its officers, employees, agents, and elective and
appointive boards from all claims, losses, damage, including property damage, personal
injury, including death, and liability of every kind, nature and description, directly or
indirectly arising from other property owners, their successors and assigns, including
property owners in Assessment District No. AD-07-02, arising out of the City's use of
funds in Assessment District No. AD-07-02 to provide a refund of Assessments to ORA
Ashford under this Agreement; the operations of ORA Ashford with respect to the
Maintenance Areas, including its general contractor or any subcontractor, or of any
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Resolution No. 2019-3785
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person directly or indirectly employed by, or acting as agent for ORA Ashford, its
general contractor or any subcontractor, but not including the sole or active negligence
or willful misconduct of the City. This indemnification shall extend to claims, losses,
damages, injury and liability for injuries occurring before the effective date of this
Agreement.
1.3 ORA Ashford warrants and represents that it is the sole entity(ies) entitled
to the LMD Assessment Refund, and that it has not assigned, transferred, conveyed, or
otherwise the rights to the Assessments, if any, to a third party. Other than the Action
(defined in Section 3.4 hereof), ORA Ashford warrants and represents that it is unaware
of any claims, or circumstances that may lead to the assertion of any claims by third
parties for personal injury and/or bodily injury relating to the Project.
2. CITY OBLIGATIONS
2.1 After the full execution of this Agreement and up to March 1, 2019, the
City, without any legal obligation to do so, will cooperate with ORA Ashford in facilitating
communications, meetings and the sharing of documents with the HOA to assist in
having the deeds recorded to convey the Open Space Lots to the HOA. ORA Ashford
agrees that it has no claim against the City for damages or otherwise for alleged non-
fulfillment of obligations under this subsection.
2.2 On March 1, 2019, the City shall accept the Improvements, as detailed on
Exhibit A, into Assessment District No. AD-07-02. Once the Improvements have been
accepted by the City, the Improvements will thereafter be maintained by Assessment
District No. AD-07-02.
2.3 The City and ORA Ashford have prepared a list of incomplete
improvements and deferred maintenance for the Improvements, and from this list, the
Parties have agreed upon a list of work, and have also agreed that, solely for the
purposes of this Agreement, that the anticipated costs of completing the work is
$523,316.33. The City will use the money from its LMD assessments to complete the
Improvements, the location of which are specified on the map attached hereto as
Exhibit "A," to be completed by its own work force, or by any third parties, at the City's
absolute discretion.
2.4 LMD Assessment Refund shall be calculated based upon the following
formula:
Description Amount
LMD Assessments Paid by ORA Ashford $697,090.00
Agreed Work List (including Revised Estimate and Prevailing Wages) $523,316.33
LMD Assessment Refund $173,773.67
2.5 By no later than April 1, 2019, the City shall pay to ORA Ashford the LMD
Assessment Refund of$173,773.67.
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Resolution No. 2019-3785
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2.6 On or before April 1, 2019, the City shall release the GI Bond. Further,
upon the satisfaction of all performance obligations of ORA Ashford under this
Agreement, the City releases ORA Ashford from any further obligations under the
Development Agreement, except as otherwise provided in Section 3.4 hereof.
3. RELEASES
3.1 Subject to the limitations set forth in Section 3.4 hereof, upon the Parties'
full performance of its obligations in this Agreement, this Agreement shall serve as a full
release and discharge by ORA Ashford on behalf of itself, its principals, officers, agents
representatives, assigns, employees, subcontractors, laborer's, materialmen, insurers,
sureties, administrators, trustees, heirs, beneficiaries, and successors in interest, in
consideration of the mutual covenants and promises contained herein, of the City of
Moorpark, its officers, agents, representatives, assigns, employees, administrators,
trustees, insurers, attorneys, heirs, beneficiaries and successors in interest, from all
claims and all causes of action, including those for damages, refunds, compensation,
attorney's and expert's fees and costs, and interest, or for demands, damages, refunds,
debts, liabilities, reckonings, accounts, obligations, costs, expenses, liens, actions,
causes and cause of action of whatever kind, at law or in equity, known or unknown,
with respect to the Dispute.
3.2 Upon the Parties' full performance of its obligations under this Agreement,
and subject to the limitations set forth in Section 3.4 hereof, this Agreement shall serve
as a full release and discharge by the City on behalf of itself, its principals, officers,
agents representatives, assigns, employees, subcontractors, laborer's, materialmen,
insurers, sureties, administrators, trustees, heirs, beneficiaries, and successors in
interest, in consideration of the mutual covenants and promises contained herein, of the
ORA Ashford its officers, agents, owners, representatives, assigns, employees,
administrators, trustees, insurers, attorneys, heirs, beneficiaries and successors in
interest, from all claims and all causes of action, including those for damages, refunds,
compensation, attorney's and expert's fees and costs, and interest, or for demands,
damages, refunds, debts, liabilities, reckonings, accounts, obligations, costs, expenses,
liens, actions, causes and cause of action of whatever kind, at law or in equity, known or
unknown, with respect to the Dispute.
3.3 Subject to the limitations set forth in Section 3.4 hereof, each of the
Parties acknowledge that it has fully read this release and knows the contents therein
and hereby expressly waives any and all rights and benefits to which it may be entitled
under section 1542 of the Civil Code, if any, which reads as follows:
"1542. A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS THAT THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY."
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Resolution No. 2019-3785
Page 9
3.4 The releases set forth in this Agreement expressly do not include the
following: (1) defense and indemnity obligations, if any, owed to City by, or owed by the
City to, ORA Ashford and/or K. Hovnanian at Meridian Hills, LLC, K. Hovnanian
Companies of California, K. Hovnanian Companies of Southern California, and K.
Hovnanian Communities, Inc. in that certain lawsuit entitled Glenn Reiff, et al. v. K.
Hovnanian at Meridian Hills, LLC, et al. (Ventura County Superior Court Case No. 56-
2016-00480304-CU-PO-VTA) (hereinafter the "Action); (2) any and all rights of the City,
if any, under Section 16 of the Development Agreement regarding the condition of
Meridian Hills Drive westerly of Breezy Glen Road within the boundaries of the Project;
and (3) any potential claims of liability for bodily injury and/or property damage occurring
on or before the date of this Agreement occurring on the Maintenance Areas.
4. RIGHT TO INDEPENDENT COUNSEL
The Parties acknowledge and represent that they have had the right to and
benefit of consultation with independent legal counsel and expert consultants. The
Parties have read and understand the entirety of this Agreement, and have been
advised as to the legal effects of this Agreement, as to, for example, their rights and
obligations, and hereby willingly and voluntarily agree to every term of this Agreement.
5. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire
understanding between the Parties relating to the obligations of the Parties described in
this Agreement. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Agreement and
shall be of no further force or effect. Each of the Parties is entering into this Agreement
based solely upon the representations set forth herein and upon each party's own
independent investigation of any and all facts such party deems material.
6. TIME OF THE ESSENCE
All Parties concur that time is of the essence with respect to this Agreement and
each Party shall promptly take all actions required of that Party with respect to
execution and approvals of this Agreement.
7. SEVERABILITY
Should any provision of this Agreement be declared or determined by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the invalidity, illegality, or
unenforceability shall not affect any other provision of the Agreement and the remainder
of the Agreement shall be construed as if the invalid, illegal, or unenforceable provision
had never been included.
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Resolution No. 2019-3785
Page 10
8. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County,
California, and any action filed in any court or for arbitration for the interpretation,
enforcement or other action of the terms, conditions, or covenants referred to herein
shall be filed in the applicable court in Ventura County, California. The Parties
understand and agree that the laws of the State of California shall govern the rights,
obligations, duties, and liabilities of the Parties to this Agreement and also govern the
interpretation of this Agreement.
9. AMENDMENTS
Any amendment, modification, or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by both
Parties to this Agreement.
10. NO ADMISSION OF LIABILITY
Nothing in this Agreement shall be construed as an admission of liability
or wrongdoing by any of the Parties to this Agreement or an admission of any
claim against any party hereto.
11. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits
of this Agreement are for convenience and identification only and shall not be
deemed to limit or define the content of the respective Articles, Paragraphs, and
Exhibits hereof.
12. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of,
or the declaration of any right or obligation pursuant to this Agreement or as a result of
any alleged breach of any provision of this Agreement, the prevailing party shall be
entitled to recover its actual and reasonable costs and expenses, including attorney's
fees, from the losing party, and any judgment or decree rendered in such a
proceeding shall include an award thereof.
13. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of each of the
Parties warrants and represents that he/she has the authority to execute this
Agreement on behalf of the signatory parties, and that all corporate, governmental,
and other legal formalities necessary to enter into and be bound by this Agreement
have taken place by each of the Parties..
Resolution No. 2019-3785
Page 11
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed the day and year first above written.
CITY OF MOORPARK
Troy Brown, City Manager
Attest:
Maureen Benson, City Clerk
ORA MARQUIS 89, LLC, ORA
BRIGHTON 17, LLC, ORA ASHFORD
94, LLC
Print Name:
Title:
Resolution No. 2019-3785
Page 12
EXHIBIT A
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Resolution No. 2019-3785
Page 14
STATE OF CALIFORNIA )
COUNTY OF VENTURA ) ss.
CITY OF MOORPARK )
I, Maureen Benson, City Clerk of the City of Moorpark, California, do hereby certify
under penalty of perjury that the foregoing Resolution No. 2019-3785 was adopted by the
City Council of the City of Moorpark at a special meeting held on the 6th day of February,
2019, and that the same was adopted by the following vote:
AYES: Councilmembers Enegren, Mikos, Simons, and Mayor Parvin
NOES: None
ABSENT: Councilmember Pollock
ABSTAIN: None
WITNESS my hand and the official seal of said City this 21st day of February, 2019.
Maureen Benson, City Clerk
(seal)
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