HomeMy Public PortalAboutAGMT-IMPV-ENTRADAFIRST AMENDEMENT TO SU;.DIVISION IMPROVEMENTS AND
DEVELOPMENT AGREEMENT
Entrada at Moab, Phases One through Seven,
Master Planned Development
For valuable consideration, the City of Moab, a Utah municipality (City), and Snow
Hound Moab, LLC (Subdivider) enter into this First Amendment to the Subdivision
Improvements and Development Agreement, effective April 15, 2015 (Agreement), as follows:
1. Validity. The parties affirm the validity and continued effect of the Agreement; this
amendment shall constitute a written modification of same.
2. Extension. The parties acknowledge that Subdivider has trade substantial progress
towards the completion of the improvements required by the Agreement, but that the
improvements are not complete. The parties agree to extend the date for the completion of
required improvements, per Section 8 of the Agreement, to April 9, 2016.
3. Financial Guaranty. Pursuant to Section 11 of the Agreement, the Subdivider has
delivered to the City an In -evocable Letter of Credit issued by Wells Fargo Bank, N.A., No.
IS0348708U (the LOC), in the amount of two hundred nine thousand two hundred forty eight
dollars (S209,248.00) as a financial assurance to secure the completion of improvements required
under the Agreement. The City accepts the LOC as an acceptable financial assurance.
4. Plat li.ecording. Upon execution of this Amendment, Subdivider shall be entitled to
record final plats for Phases One through Three (1-3) of the Subdivision. The City will
cooperate in the prompt execution of same, provided that the plat(s) otherwise comply with this
Agreement and prior development approvals.
5. Assignment. Subdivider represents and warrants that it has assigned the real property
comprising the Subdivisions to an entity, C2 Moab, LLC, a Utah limited liability company (C2
Moab), which will assume all of its obligations under the Agreement. The City hereby
authorizes the assignment of the Agreement, and C2 Moab hereby warrants and represents that:
a) it is the owner in fee simple of the real property comprising the Subdivision; and b) it assumes
all obligations of Subdivider pursuant to the Agreement and all related land use approvals for the
Subdivision. Subdivider and C2Moab each warrant and represent that they execute this
amendment to the Agreement after having obtained all required authority, and that this is a valid
and binding obligation of the parties.
6. Notice. For all purposes C2 Moab shall be substituted as the Developer under the
Agreement. Notices to Developer shall be sent to:
C2 Moab, LLC
10266 Oak Creek Lane
Highland, UT 84003.
1
FIRST A,AIENDEMIENT TO SUBDIVISION ➢MPR VEMENTS AND
DEVELOPMENT AGREEMENT
Entrada at Moab, Phases One through Seven,
Master Planned Development, Signature Page
Approved and Accepted on the Date(s) set forth below.
C? MOAB, LLC
By:
Title:
AIvacreAr
'e?AArA..00,‘
SNOW HOUND MOAB, LLC
Title: V1na.,cky. ✓
CITY OF MOAB
By:
David Sakrison, Mayor
Attest:
i4 �1v �1S
Date
it 1io11S
Date
14) 14-1/zey
Date
�cik.CAL-P G- l5
Rachel Stenta, Recorder Date
SUBDIVISION IMPROVEMENTS AND
DEVELOPMENT AGREEMENT
For
Entrada at Moab, Phases One through Seven
Master Planned Development
For valuable consideration, the CITY OF MOAB, a Utah municipality (City), and
Snow Hound Moab, LLC, (Subdivider) mutually referred to as the "Parties", do hereby
enter into the following Subdivision Improvements and Development Agreement (the
Agreement), pursuant to Moab Municipal Code (City Code) Sections 16.20 and 17.65.120,
to govern the development of the subject property and the installation of subdivision
improvements required by City Code.
I. RECITALS.
A. The City Planning Commission (Commission), as the recommending body
to the Land Use Authority For preliminary subdivision plat and Master
Planned Development approval, after following all required procedures and
meeting noticing requirements, approved a Preliminary flat for the Entrada
at Moab Master Planned Development (MPD) on April $, 2014 (the
Subdivision).
B. On August 10, 2014, the Commission, after following all required
procedures and meeting notice requirements, recommended conditional
approval of the final plan for Phases One through Three of the Entrada at
Moab MPD to the Moab City Council (Council).
C. The Council, as the Land Use Authority for Final Plat approval, approved
the final plan for Phases One through Three of the Entrada at Moab, MPD at
its regular City Council meeting on, .qAviy; , 0-f 2015.
D. SUBDIVIDER has submitted to CITY for its review construction plans and
specifications entitled ENTRADA AT MOAB MPD CONSTRUCTION
DRAWINGS SURFACE AND UTILITY IMPROVEMENTS (sheets
�10g C rp '1�a1� P3, VD3 inclusive, dated tk�- 1 3 . , 2015
ft_mol - �ao3 _G1 pD~ i, ).
having been prepared by Focus Engineering and bearing the stamp of a
licensed Professional Engineer and landscape plans having been prepared by
Bratt, Inc. and bearing the stamp of a licensed Landscape Architect, attached
as Exhibit A (the Construction Plans). The Construction Plans show in
sufficient detail the Required Improvements for the Subdivision.
II. AGREEMENT
IN CONSIDERATION OF THE ABOVE PREMISES, THE PARTIES HEREBY
AGREE AS FOLLOWS:
1. Covered Property. The recitals above are incorporated into this Agreement. The
real property in the County of Grand, State of Utah, subject to this Agreement (the
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Phase 1-7 SIA
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Property) is described as follows:
Section 35; Beginning at a point which bears North 38.8 feet and West 384.0 feet
from the Southeast Corner of section 35, Township 25 South, Range East.. SLM;
thence North 89°50' East 435.3 feet; thence North 114.5 feet; thence South 89'54'
West 100 feet; thence north 261 feet; thence North 89° 56' East 575.3 feet; thence
South 377.2 feet to point of beginning.
2. Payment of Fees; Approved Land Uses. Subdivider agrees to pay all in -effect
City fees applicable to the Subdivision, including but not limited to, impact fees,
connection fees, building permit fees, and applicable inspection fees. Applicable fees
shall calculated and paid at the time of connection or the time when the service is
performed. The uses permitted in the Subdivision shall correspond with the residential
uses as established for the C-2 Zone in Moab Municipal Code Section 17.45. Subject to
the conditions in this Agreement, the Property has been authorized for the following uses
and activities:
APPROVER LAND USES FOR THE PROPERTY:
Usage/Density
Acreage
Percentage of Project
Acreage
45 townhome units/lots
1.37
30
Clubhouse/Pool Area
.32
7
Open Space
Passive
Active
1.915
.15
1.765
42
Streets, Roads, Parking
.995
21
Total Acreage
4.6
100
a). The configuration of the Subdividion and the uses therein shall conform to
the Construction Documents as set forth in this Agreement.
3. Phasing Plan. The Subdivision will be constructed in seven phases, as set forth in the
Phasing Table attached as Exhibit B. Subject to compliance with this Agreement, the Subdivider
may submit for approval by the City and recording separate final plats encompassing one or more
phases of the Subdivision.
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Phase 1-7 SIA
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4. Required Improvements. Subdivider shall construct all of the improvements to the
Property shown on the Construction Plans, and as described in the Subdivision
Improvement Schedule attached as Exhibit C (the Required Improvements). Required
Improvements shall include the public improvements shown on the Construction Plans, as
well as the following:
(a) Site clearing and removal of obstructions;
(b) General site grading of the Property;
(c) Site utilities, including culinary water lines, fire hydrants, and sanitary
sewer lines;
(d) Streets, curbs, gutters, and sidewalks;
(e) Street striping, signage, and street lights;
(f) Storm water drainage facilities;
(g) Non -motorized pathways;
(h) All landscaping, irrigations systems, fencing, or other visual screening
required as a condition of approval;
{i} all electric utility lines, cable television/data, and telephone lines; and
6) all incidental improvements necessary or specified for use and occupation
of the Subdivision.
5. Phase One through Three Improvements. Phase One through Three improvements
include: a) site grading for the entire Property; b) construction of the curbs, gutters,
sidewalks, and street paving as shown for Phases One through Three; c) construction of a
sidewalk twelve (12) feet in width along the frontage of 400 North Street; d) culinary water
line replacement in 400 North Street; e) inspection and (if necessary) replacement of the
storm drain in 400 North Street, as determined by the City; f) installation of all culinary
water lines and sewer lines as necessary to serve Phase One through future Phase Seven;
g) installation landscaping equal to that shown on the North boundary of the Property
(Landscape Plan L101) along the East boundary of the Property; and h} all other Required
Improvements to serve Phases One through Three.
a) The parties acknowledge that the phasing plan contemplates the installation of
utilities in advance of approval of development plans for future Phases Four
through Seven. With respect to culinary water and sewer lines to be constructed
in within the areas planned for future Phase Pour through future Phase Seven,
the Subdivider agrees to promptly convey a utility easement to the City
encompassing the areas occupied by those public improvements as set forth in
Exhibit D.
b) This Agreement and the accompanying land use approvals by the City are
expressly subject to the condition precedent that the State of Utah Division of
Environmental Quality (DEQ) approve a written special exception with respect
to Utah Administrative Code R309-550-7 pertaining to the proximity and
alignment of the proposed culinary water and sewer lines in the Construction
Plans. In the event that the special exception is not approved by Utah DEQ,
this Agreement and the accompanying land use approvals shall be void and of
L(/
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Phase 1-7 SIA
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no further effect.
6. Phase Four through Seven Improvements. Improvements for Phases Four through
Seven shall include the construction of all other Required hmprovements for each phase.
7. Improvements to be Completed in Conformance with Construction Plans. All
Required Improvements shall be constructed in a workmanlike manner and in conformity
with the approved Construction Plans. No deviations from the Construction Plans shall be
permitted, except as authorized in writing by the City Engineer upon a showing of good
cause. In addition, all Required hnprovements shall be completed in conformance with the
City of Moab Public Improvement Specifications, applicable building codes, and all state
and federal regulations, as applicable. Where discrepancies occur between the Construction
Plans and the listed reference standards, the reference standard shall prevail.
8. Timeline for Completion. Construction of the Required Improvements shall not
commence until the Effective Date of this Agreement. Construction of all Required
Improvements for Phases One through Three shall be completed within one hundred eighty
(180) days from the Effective Date of this Agreement.
a). Construction of Required Improvements for Phases four through
Seven shall be completed within one hundred eighty (180) days from the date of
approval of the final plan by the City Council of those phases.
b). A reasonable extension of time for the completion of the Required
Improvements for any phase may be granted, at the discretion of the City Council,
upon a showing by the Subdivider that there is good cause for an extension and that
the work has been diligently prosecuted from the Effective Date of this Agreement
or the approval of any particular phase, as applicable.
c). If the construction of the Required Improvements is not completed
and accepted within the timelines specified herein, or as lawfully extended, then
the Subdivision and all development approvals shall be deemed lapsed and shall
have no further effect.
9. Lot Sales. Building Permits, Plat Recording. No Building Permits will be issued
until such time as all of the Required Improvements are completed in accordance with the
phasing plan in this Agreement and, with respect to public improvements, accepted by the
City. No final plat for the Subdivision, or any phase thereof, shall be executed by the
City or submitted for recording until such time as either: a) all of the Required
Improvements are completed in accordance with the phasing plan in this Agreement
and, with respect to public improvements, accepted by the City; or b) a Financial
Assurance conforming to Section 11 is delivered to the City. Subdivider shall not
convey or purport to convey any lot within the Subdivision prior to the recording of the
final plat for the phase in which that lot is situated. Any purported conveyance of lots by
Subdivider prior to approval and recording of a final plat for any phase of the Subdivision,
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or otherwise in violation of this Agreement, shall he void.
10. Acceptance of Improvements, Warrant}. All of the public improvements
comprising the Required Improvements shall be subject to quality assurance testing and
inspection as specified in the Construction Plans and/or applicable reference standards.
Subdivider or its authorized representative shall provide not less than forty (48) hours
minimum notification to City when inspection is required. The costs associated with such
testing and inspection shall be the responsibility of Subdivider. Any work which is rejected
following inspection must be repaired or replaced at the sole cost of the Subdivider. Any
work which is covered up prior to inspection may be rejected, in which case Subdivider
shall be solely responsible for exposing the work and arranging for inspection.
a). The acceptance by the City of the public improvements comprising the
required Improvements following completion and satisfactory inspection shall
constitute a dedication and conveyance by the Subdivider to the City of all such
improvements. Subdivider shall convey all public improvements to the City free
and clear of any mechanic liens, claims, or other encumbrances.
b). Subdivider warrants that all public improvements dedicated to the City shall
be constructed in a workmanlike manner, in accordance with approved plans and
specifications, and that all such improvements shall be free of defects in materials
and workmanship for a period of one (1) year from the date of acceptance by the
City. Subdivider shall promptly repair or replace any defective work following
receipt of written notice under this vvarranty from the City.
c). To partially secure this obligation, Subdivider shall deposit with the City a
sum equal to ten percent (10%) of the construction cost, as determined by the City
Engineer, for public improvements comprising the Required Improvements ,(the
Warranty Deposit). Cost estimates for the public improvements for Phases One
through Three shall be provided by Subdivider to the City no later than fifteen (15)
calendar days from the. Effective Date of this Agreement. Cost estimates for
Required IMprovetments in subsequent phases shall be provided to the City
concurrent with Subdivider's application for final plan approval as to those
subsequent phases.
d). The Warranty Deposit shall be paid by the Subdivider before recording of
the final plat for any phase. In the absence of any unperformed warranty claims,
the City shall refund the Warranty Deposit to Subdivider upon expiration of the
warranty period for the subject improvements. In the event of any default following
delivery of written notice to Subdivider with respect to Subdivider's warranty
obligations, the City may elect to draw upon the warranty deposit to cure, in whole
or in part, any breach of warranty.
e). Subdivider additionally warrants that all public improvements shall be
delivered free and clear of any mechanic liens or other encumbrances. The City
may require receipt of executed mechanic lien releases as a condition precedent to
dedication of the public improvements.
1 1. Financial Assurance. If the Required Improvements are not completed within the
C �i
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one hundred eighty ( 180) day deadline specified in this Agreement, or if Subdivider desires
to record a final plat in advance of the completion of the Required Improvements, the
Subdivider may, subject to approval by the City, deliver a Financial Assurance, in a form
acceptable to the City for the use and benefit of City and to secure the completion of the
Required Improvements. The Financial Assurance shall be in the form of a
performance/payment bond, escrow account. letter of credit or other financial instrument
approved by the City Attorney in an amount which is not less than one hundred forty
percent (140%) of the construction cost, as reviewed and approved by the City Engineer in
writing, of the remaining improvements which are not completed. If a Financial Assurance
is approved according to this Section I I, Subdivider shall have up to one hundred eighty
(180) additional days from the Effective Date of this Agreement or, with respect to Phases
Four through Seven, the date of final approval ofthe applicable phase, in which to complete
the Required Improvements. The parties agree that, with respect to Phase One through
Three improvements, Subdivider may elect to deliver a Financial Assurance to secure
completion of any of the Required Improvements.
12. Cease and Desist Notice. If the Required Improvements have not been completed
within the time provided in this Agreement or, in lieu of same, a Financial Assurance
approved pursuant to Section 1 1, above, then the City may issue an immediate cease and
desist order to Subdivider and all work shall be discontinued until such time as an
acceptable Financial Assurance has been established. If Subdivider fails to take timely
steps to deliver an acceptable Financial Assurance or complete the Required
Improvements, then the City may record in the land records an Affidavit of Lapse of
Plat/Plan and invoke such other remedies as may be available under this Agreement or at
law.
13. Partial Releases of Financial Assurance. Upon partial completion of any class of
improvements within the Required Improvements Subdivider may request a partial release
of the Financial Assurance. The amount of the release shall be equal to the agreed cost of
the completed improvements, as determined by the City Engineer. Partial releases shall not
be made for partial completion of a class of improvements.
a). In order for Subdivider to receive such partial release, the following shall
be presented to City:
i. A completed Escrow/Financial Assurance Partial Release Form
supplied by City and signed by a professional engineer serving as
agent for Subdivider;
ii. Copies of all quality assurance test results/inspection reports
required for the completed improvements;
iii. Copies of all weight/quantity tickets for materials incorporated in
the wort: for all items that were estimated on the basis of
weight/quantity; and
iv. Copies of al I invoices or receipts for materials delivered to the site
and incorporated in to the work for which a partial release is being
requested.
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b). The partial release request shall be reviewed for completeness and accuracy
by City Public Works Director and/or City Engineer. The City may adjust the
amount of the request if field inspection shows that quantities are not accurate, or
all items of work have not been completed in accordance with the approved
Construction Plans.
c). City shall process a release request promptly following receipt of a
complete application.
14. Final Release of Financial Assurance. If applicable, upon completion of all
Required Improvements in accordance with the approved Construction Plans, Subdivider
may request that the remainder of the Financial Assurance be released, provided that
Subdivider delivers executed mechanic lien waivers/releases from all contractors who
performed work on the project and all suppliers who supplied materials that were
incorporated into the work, together with a written certification by Subdivider that all
outstanding charges for the Required Improvements have been paid and that there are no
other liens, encumbrances, or other restrictions affecting the improvements.
15. Use of Financial Assurance upon Default. Upon delivery of written notice to the
Subdivider and expiration of any cure period, the City may then elect to draw upon the
Financial Assurance as it deems necessary for the completion of improvements or cure of
any default under this Agreement.
16. Zoning Compliance. Certificates of Occupancy' for structures within the Property
shall only be issued upon satisfactory completion and acceptance of all Required
Improvements for the phase in which the structures are located, as provided in this
Agreement.
17. Default. Remedies, Lapse of Plat/Plan. All provisions of this Agreement are
material and any violation is grounds for declaration of Default. Prior to invoking any
remedies for Default under this Agreement the City shall deliver written notice to the
Subdivider describing the act, event, or omission constituting a default, and allowing
Subdivider a period of thirty (30) days in which to cure or abate the violation. Cure within
that period reinstates this Agreement.
a). Upon declaration of default the City may exercise any remedies for
violation available under City ordinances or Utah statutes, including, without
limitation: i) proceeding against the Financial Assurance; ii). withholding building
permits, certificates of occupancy, or certificates of zoning compliance; iii)
obtaining an injunction to halt or abate zoning violations or breaches of this
Agreement; iv) recording an affidavit of a lapse of plat/plan, in whole or in part; v)
commencing an action for damages including damages for costs incurred in
completing, repairing, or replacing Required Improvements or abating any
violations; and/or vi) any other remedies available at law or equity, including the
remedy of specific performance. The City may combine remedies in its discretion
and pursue some or all at different times, as may tit the applicable breach.
Entrada at IVfoab MPD
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b). The recording of an affidavit of lapse of plat/plan by the City shall result in
the lapse of all prior land use approvals and the voiding of the subdivision of lots
within the real property specified in the affidavit.
18. Covenants and Recording. Subdivider shall provide a declaration of covenants,
conditions, and restrictions (CC&R's) which are consistent with the terms of all
development approvals for the Subdivision prior to the recording of the final plat for the
first phase. The CC&R's are subject to review and approval by the City Attorney prior to
any recording.
a). This Agreement shall be recorded in the Grand County land records and
constitutes an encumbrance against the subject Property.
19. General Provisions. This Agreement shall be binding on and inure to the benefit of
the successors and assigns of the Subdivider in the ownership or development of all or any
portion of the Property. Assignment of this Agreement shall require the mutual approval
of the City and the proposed assignee, in writing.
a). This Agreement is the product of mutual bargaining. All terms shall be
construed in accordance with their plain meaning, regardless of the extent to which
either party participated in the drafting.
b). Failure of a party to exercise any right under this Agreement shall not be
deemed a waiver of any such right, nor shall any course of dealing or previous
action or inaction be deemed a waiver of any rights or claims arising with respect
to later or subsequent breaches, acts or omissions.
c). The term -Agreement" includes this Improvements Agreement, all exhibits
hereto, the Final Plat/Plan for the Subdivision, and any phases thereof, and all
related design drawings, which documents shall constitute the sole and complete
Agreement between the parties. The Agreement shall supersede all prior
Agreements or representations. however evidenced. No modification to any of the
terms of this Agreement shall be binding, unless reduced to writing and lawfully
executed by both parties.
d). The place of performance of this Agreement is Grand County, Utah. In the
event of any legal dispute concerning the subjects of this Agreement, the parties
agree that the exclusive venue shall be the Seventh Judicial District Court, Grand
County, Utah. In any such proceedings arising under this Agreement, regardless of
the denomination of the legal claims, the parties waive trial to a jury on all claims
and agree that the action shall be decided by the court sitting without a jury.
e). In any legal proceeding arising from this Agreement the substantially
prevailing party shall be entitled to recover its reasonable attorney fees and court
costs in addition to any other relief authorized herein.
fl•
g)•
This Agreement shall be governed by Utah law.
This Agreement does not create any third party beneficiary rights. It is
G
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specifically understood by the parties that;
i. the Project is a private development:
ii. the City of Moab has no interest in, responsibilities for, or duty to
third parties concerning any improvements to the Property,
unless/until the City accepts dedication of public improvements
pursuant to this Agreement; and
iii. except as otherwise provided herein, Subdivider shall have full
power and exclusive control of the Property.
h). The provisions of this Agreement are severable, and if any portion should be
held to be invalid or unenforceable, then the remainder of this Agreement shall be
construed to be in full force without reference to the invalid provision.
i). In the event of any legal dispute arising from this Agreement neither party
shall be liable to the other for consequential damages, lost profits, or delay related
damages of any kind.
j). All notices under this Agreement shall be given in writing by first class or
certified mail, postage prepaid, or by hand delivery or delivery by a reputable
courier, and sent to the following addresses:
To the City of Moab:
City of Moab
2.17 East Center Street
Moab, Utah 84532
Attn: City Manager
To Subdivider:
Chad Clifford
Snow Hound Moab, LLC
10266 Oak Creek Lane
Highland, UT 84003
Phone: 760-845-9758
Email: cc@msdland.com
msdland.com
k). Notice may be delivered to such other parties or addresses as the parties
may designate in writing froth time to time. A notice sent by' mail shall be
deemed delivered no later than three (3) days from the date that it is mailed.
I). Nothing in this Agreement shall be deemed to waive any governmental or
other immunity to which the City is entitled under law.
20. indemnity. Subdivider shall indemnify and hold the City harmless with respect
to any third party claims, including claims for property damage, injury, or death, and any
cc,/
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demands, liabilities, causes of action, costs, or damages, including reasonable attorney's
fees, that may arise from any act or omission of the Subdivider, its members, managers,
employees, agents, or contractors in connection with the development of the Subdivision
and/or the performance of this Agreement.
21. Future Legislative Power. Nothing in this Agreement shall be construed to impair
or limit the future legislative power or zoning authority of the City.
22. Grading.. All grading and soil disturbance undertaken in the development of the
Subdivision shall be performed in conformity with Appendix J of the International
Building Code {IBC} as adopted by the City. Subdivider shall obtain a grading permit as
required and pay applicable permit fees. Subdivider shall employ best management
practices to prevent or control erosion and/or pollutant discharge resulting from its
construction activities.
23. Minor Plan Amendments. The City Planner shall have the authority to authorize
in writing minor plan amendments as to the location or configuration of improvements or
the like where such changes may become necessary because of unforeseen site conditions
or design problems, provided that all such changes must be consistent with the overall
intent and purpose of this Agreement.
24. Effective Date. The effective date of this Agreement is the date when it is signed
by all Parties and the Council has approved the final plan for Phases One through Three
of the Subdivision.
25. Counterparts. This Agreement may be executed in separate original counterparts
which, when combined, shall constitute the entire Agreement.
Exhibits:
A. Construction Plans
B. Phasing Table
C. Subdivision Improvement Schedule
D. Access and Utility Easement
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IN WITNESS WHEREOF, this Agreement has been executed by the City of
Moab, acting by and through the Moab City Council, which has duly authorized
execution, and by Subdivider as of the date(s) specified below.
Mayor David L. Sakrison
ATTEST:
Rachel Stenta
City Recorder
SUBDIVIDER: SNOW HOUND MOAB, LLC
Chad Clifford, Its ManaierDate
60
STATE OFtf-T-76.1-1C (°' )
,;,Re-Sk )ss.
COUNTY OF 6ibk-f414- )
�_I5 - 1 5
Date
�,"The foregoin agreement was executed before me
by cC `G� c r�OCc�I , this Siin day of Nc ►\ , 20l 5. Witness
my hand and official seal. My commission expires:
CHERYL A. STAHLY
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID #20074018624
My Commission Expires August 6, 2016
Notary Public,tate off-Cp\alc`
Address: