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Home My WebLink About2012-06-20 PACKET 04.J.COUNCIL ACTION REQUEST: Consider approving the development agreement with US Home Corporation for the construction of the public and private improvements within the Pinecliff 5th Addition and authorize the Mayor and City Clerk to sign the agreement. STAFF RECOMMENDATION: Approve the development agreement with US Home Corporation for Pinecliff 5th Addition. BUDGET IMPLICATION,: $ $ BUDGETED AMOUNT ACTUAL AMOUNT FUNDING SOURCE ADVISORY COMMISSION ACTION: DATE REVIEWED APPROVED DENIED ❑ PLANNING ❑ ❑ ❑ ❑ PUBLIC SAFETY ❑ ❑ ❑ ❑ PUBLIC WORKS ❑ ❑ ❑ ❑ PARKS AND RECREATION ❑ ❑ ❑ F HUMAN SERVICES/RIGHTS ❑ ❑ ❑ ❑ ECONOMIC DEV. AUTHORITY ❑ ❑ F ❑ ❑ ❑ ❑ SUPPORTING DOCUMENTS: M MEMO/LETTER: Memo from John McCool dated 6/19/12 F RESOLUTION: ❑ ORDINANCE: ❑ ENGINEERING RECOMMENDATION: ❑ LEGAL RECOMMENDATION: OTHER: Development Agreement ADMINISTRATOR'S COMMENTS: /City 'Ahmi [:fate COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER CITY OF COTTAGE GROVE MINNESOTA TO: Honorable Mayor and City Council Ryan Schroeder, City Administrator FROM: John McCool, Senior Planner DATE: June 19, 2012 RE: Pinecliff 5th Addition — Development Agreement Approval Introduction A Development Agreement between U. S. Home Corporation and the City of Cottage Grove has been prepared for the Pinecliff 5th Addition. This residential project consists of 27 lots for detached single - family homes. A copy of the Pinecliff 5th Addition plat is attached. City of Woodbury ''�'� ^�c�0 6000 % 60th Street �e � 6917 f . _ 6943 I t - 61t4$ W 6155 61st St,. \ 6 ) 6 Qa N967 6120 - r` , _ AndfigAw eC @ IM-9 _ • tap � 0 1 �1 `.-'`' ., � G ° °' 62nd � .,�., ce = 6210` 6220, L 62 1' 3 6240• ' 6 b i• C -• i2A 16255 .. 1 z. 6; Fj`'3 j = . ,^ m 6201' - N 4 63s0 o 4 6901. 6312 ':6� 63 gg. rd3r� W L 6� 6 , W11 •633' ,? C � 3 6 390 644 't _69 6 2 ' 5 6 r �m 6 6379 6 4 : • ' " feet (' 6 � Y2009 Ae ' Ph. ' V1 ; ' 0 100 200 400 600 BCO Location Map Background The City Council approved the Pinecliff 5th Addition on May 16, 2012. A grading permit was issued on May 22, 2012 and grading started on June 4, 2012. The City Engineer has reviewed and approved the construction plans for all the public improvements within this project. Discussion U. S. Home Corporation will construct the public improvements. City staff prepared the Devel- opment Agreement and the developer has signed it. This agreement requires the developer to provide to the City a letter of credit in the amount of $702,472.00 as a surety for the construction Honorable Mayor, City Council, and Ryan Schroeder Pinecliff 5th Addition — Development Agreement June 19, 2012 Page 2 of 2 of the public improvements and cash payment to the City totaling $264,361.36 for area charge fees, park fees, sealcoating, street light utility fees, boundary markers, street light fixtures, administrative and engineering estimated costs. The City will perform inspections of the public improvements. Once all the public improvements have been constructed, a report and recommendation from the City Engineer will be presented to the City Council to accept the public improvements. A copy of the agreement is attached. Recommendation That the City Council approve the development agreement with U. S. Home Corporation for the construction of the public and private improvements within the Pinecliff 5th Addition and authorize the Mayor and City Clerk to sign the agreement. Attachment — Final Plat Development Agreement U =� z �� =a b � HA $ b - � n a 9 �Be3$ x 8 8 M 5 yI a a � O �> �• g °i �pp a d a x c 5l g a g 0 � �a �d � G n § 0 • o I a inn° m 4 to :� oN N o�z Ap9 A e y `g I o / Fo�W Ou?u oI ,,LL r _^wTH� 1\ �, i o N89 °4238 ° W � y O J >wD I> I ° E i sm m � _ S13 °40'32 ! F'I r is >> -- --- - --- - _'o- -------------- 502 ° 50 . 31'E N88 °05'50 ° W 187.94 \ 191.36 _� - 1L5 �f ��t �- S89 °40'11 °E C? i O V 00 o t1_ =� 4" m Sy,Z6N ?44�. `: IF - n , N8 j °4 0 . 7_ °E R 1030.5 59• IC: C.BRC._S S°�,58•W " " " " " " " "__ "- _ " "__�_ wyo9 _..-------- G _ I mo Ny y \ L r < v�0 v cl Q, / SO4 %2'08 ° W ) ixu. aavc wuTM� '.. Z � rn IS w' id a to :� �1� P O 185.00 N89 - - - - - - - - - - - - L - - - - -- - - - - - - M g1c: C4 21 0 41 187.94 N88-05--1 0 O . OUTLOT A 191.36 589 4 .40 N78. 1A 3. mw z g Cf) 6 A m 0 F 2 L h-,P - 2 E! z , 1,,. I z r 0� v 4 N 60 d Fo �ppy\�Op 211.0 7 4,7400636 ° v I ��m I qq I I \ 2\pD 1 Opd � Op I Off I O N I m ^ YI 40 I VAIN I te a' pt)b � ? y x '2 \\ _n�� - zc..o =a , so i�rn ° O i\ \\ 133a1S aNZ9 a 1 a I c W �,x o ''nn G V' I I 1 4 -- a Ln cY vu' 98 1 OUTLOT C N89 °57 44 ° E g \0& \ ` n�za�om 7 •7 0 =0 mn ss 54. s,- J t \p LA a - -- z��a� i - - - T - -- � C: Ul -4 I i S `° s , I II ° = •� 1 1 'S I m GQg g� R �3 3g Yi s• r \\ s is.a w - -s o /3 7Y • , a ' am � - o I r r � - - �=Y ca' �v F1 v I , es I' �N of I t 1 N s� m l i i eyi a4 of cimY A "I I° °S D ma '9 I o�Nm F L__ --� -- m m f o -1 V/ A 0 DEVELOPMENT AGREEMENT PINECLIFF 5 th ADDITION THIS DEVELOPMENT AGREEMENT ( "Agreement ") is entered into on the 20th day of June, 2012 by and between U. S. Home Corporation, a Delaware corporation, referred to as 'Developer" and the City of Cottage Grove, a municipal corporation, situated in the County of Washington, State of Minnesota, hereinafter referred to as the "City." RECITALS A. Developer is the fee owner and developer of parcels of land described in Exhibit "A ", which is to be developed as a subdivision in the City bearing the name "Pinecliff 5th Addition" and may sometimes hereinafter be referred to as the "Subject Property ". B. City has approved the preliminary plat (Resolution No.05 -065) and final plat named Pinecliff 5th Addition, a single - family development on 17.7 acres that is subdivided into 27 single - family lots and three outlots; contingent upon compliance with certain City requirements including, but not limited to, matters set forth herein. C. City requires that certain public improvements, which are herein referred to as the "Public Improvements" including, but not limited to storm drainage systems, sanitary sewer, water, grading, driveway aprons, street lighting, trails, sidewalks, curb and gutters, and streets, be installed to serve the Subject Property and other properties affected by the development of the Subject Property, all at the expense of the Developer. D. Developer will perform other work and install certain improvements within the Subject Property, which work and improvements typically consist of boulevard sod, yard sod, landscaping, drainage swales, erosion control, street cleaning, and abandonment of existing roadway, private drive replacement and the likes thereof and which improvements to the Subject Property shall be referred to herein as "On -Site Improvements ". Public Improvements and On -Site Improvements are collectively referred to as the "Improvements." E. Developer shall develop the Subject Property and install the Improvements in conformance with the plans and specifications previously reviewed and approved by the City, which are set forth on Exhibit "B" attached hereto (the "Approved Plans "). NOW, THEREFORE, IT IS HEREBY AND HEREIN MUTUALLY AGREED, in consideration of each party's promises and considerations herein set forth, as follows: 1. Request for Plat Approval. The City approved the final plat for Pinecliff 5 th Addition on May 16, 2012. This residential subdivision is located in the City of Cottage, Grove, County of Washington, State of Minnesota, and is legally described in Exhibit A. W 2. Conditions of Approval. The City hereby approves the Plat and this Agreement on the conditions that: a. The Developer enter into this Agreement and abides by the 21 conditions stipulated in Resolution No. 07 -129, approving the preliminary plat and the 76 conditions stipulated in Resolution No. 2012 -048 the resolution approving the final plat, and the terms of this Agreement. That U.S. Home Corporation has entered into an agreement with Thomas V. and Sharon L. Shannon and Donald L. and Bonnie M. Bialucha for purposes of indemnifying and reimbursing the Shannons and Bialuchas all iabilities and costs asserted against or incurred by them for developing Pinecliff 5 Addition. A copy of these agreements are attached as Exhibits "E" and "F" ; and b. The Developer provide to the City upon execution of this Agreement: i. An irrevocable letter of credit in the amount of $702,472.00 for all Public Improvements; and ii. Proof of public liability and property damage insurance covering personal injury, including death and claims for property damage which may be caused by reason of the operation of the Developer's equipment and laborers, or caused by Developer's completion of the Public Improvements. Limits for bodily injury or death shall not be less than $1,000,000 for one person and a $2,000,000 for each occurrence; limits for property damage shall not be less than $500,000 for each occurrence. The Developer must keep the insurance in force at all times that construction for the development is in progress. The City must be named as an additional insured on the policy and must provide that the insurer must give the City ten days' written notice prior to cancellation or termination of the insurance policy; and iii. Cash payment to the City totaling $264,361.36 for the following: Sanitary sewer area charge $28,894.31 Water trunk area charge $54,925.54 Stormwater assessment area charge $116,244.71 Street sealcoating $7,990.00 Park Fee in lieu of land dedication $41,990.40 Trail Sealcoating $2,675.00 Street light poles $4,992.00 Street light luminaires $5,576.00 Park and Open Space Markers $1,955.00 Curb Box Inspections $8,100.00 Street Light Utility Charge $1,587.60 Street Light Utility Surcharge $550.80 Future Sidewalk along Ideal Avenue $5,890.00 5% Total Project Cost $36,972.00 7% Engineering $51,761.00 Sub -total $370,104.36 -2- City Contribution Toward Ideal Ave. (Credit) 1 $105,743.00 Total $264,361.36 c. The Developer record the Plat with the County Recorder within six months after City Council approval of the final Plat. d. The Developer agrees to furnish all labor, materials and equipment per Resolutions No. 05- 065 (Preliminary Plat) and the city resolution approving the final plat for Pinecliff 5"' Addition and perform street and utility repair and adjustment in conformance with the approved drainage /development plans prepared by James R. Hill, Inc. and with a May 21, 2012 revision date. A copy of the approved plans must be filed with the City Engineer prior to commencement of construction of the Improvements by the Developer. e. The Developer must install 17 park and open space boundary markers at the locations shown in Exhibit "C ". The Developer must pay the City $1,955.00 for the park and open space boundary markers and install these markers before the City will issue a building permit for a house within the Pinecliff 5 th Addition. £ The terms of the Settlement Agreement between the City of Cottage Grove and U.S. Home Corporation dated July 2, 2008 are incorporated into and made a part of this Development Agreement. That the City will install yard trees and park and buffer plantings as shown in Exhibit A of the Settlement Agreement at a cost not to exceed $71,738.00 for all the phases in the Pinecliff subdivisions and the City contribute $1 05,743.00 for the rerouting and reconstructing that part of Ideal Avenue located between 60 Street and 63 Street. A copy of the landscaping plan referenced in the July 2, 2008 Settlement Agreement is attached as Exhibit "D ". g. The City will remit payment to the Developer for the actual costs to construct water and sanitary sewer stubs that will serve the public park. The Developer has estimated these costs to be approximately $13,264.00. The Developer requesting payment must submit a certified copy of their contractor's payment form showing the quantities, unit prices, and actual cost amount. In no instance will payment exceed 110 percent of the Developer's original estimate. h. The City is requiring the construction of a 12 -inch watermain to accommodate future development east of Ideal Avenue. The Developer has estimated the cost difference between the typical 8 -inch to 12 -inch diameter piping is approximately $21,000.00. The City will reimburse the Developer for the actual cost for this watermain oversizing. The Developer requesting payment must submit a certified copy of their contractor's payment form showing the quantities, unit prices, and actual cost amount. In no instance will payment exceed 110 percent of the Developer's original estimate. 3. The City is requiring the extension of the trunk sanitary sewer to the east right -of -way line of Ideal Avenue at 63 Street South for future development east of Ideal Avenue. The Developer has estimated the additional cost to construct this trunk sanitary sewer to be approximately $59,958.00. The Developer requesting payment must submit a certified copy of their contractor's payment form IBM showing the quantities, unit prices, and actual cost amount. In no instance will payment exceed 110 percent of the Developer's original estimate. Development Plans and Right to Proceed. The Developer may not construct any Improvements until all the following conditions have been satisfied: a. This Agreement has been fully executed by both parties and filed with the City Clerk. b. The necessary securities, warranties, and escrows as required by this Agreement have been received by the City. c. The Plat has been submitted for recording with the Washington County Recorder's Office, and d. The City has issued a letter stating that all conditions of this Agreement have been satisfied and that the Developer may proceed. The Developer agrees that the Improvement work shall be done and performed in a workmanlike manner and all materials and labor shall be in strict conformity with the approved plans and specifications and City ordinances. Any material or labor supplied rejected by the City or City Engineer as defective or unsuitable per the Approved Plans shall be removed and replaced with approved material to the reasonable satisfaction or approval of the City or the City Engineer at the cost and expense of Developer. The Developer shall submit a written schedule indicating the progress schedule and order of completion of the Improvements. It is further agreed that upon receipt of written notice from the Developer of the existence of causes over which the Developer has no control which will delay the completion of the Improvements, the City Council, in its discretion, may extend the date herein for completion and that any bond required shall be continued to cover the Improvement work during this extension of time. It is distinctly understood and agreed that all Improvement work covered by this Agreement shall be done at no expense to the City. The Developer agrees to commence the Public Improvement work required by this Agreement on or before July 1, 2012, and will have all Improvements done and fully completed to the reasonable satisfaction and approval of the City Engineer on or before November 15, 2012, except all concrete work must be completed by October 15, 2012 and the wear course /final lift of all streets in the subdivision and the abandonment of old Ideal Avenue South, which must be completed within three years from the date all other Improvements are accepted by the City or when 24 of the 27 houses have been constructed, whichever is sooner. 4. The Developer shall not do any work or furnish any materials not covered by the Approved Plans or this Agreement, for which reimbursement is expected from the City, unless such work is first ordered in writing by the City as provided in the Approved Plans. Any such work or materials which may be done or furnished by the Developer's contractor without such written order first being given shall be at the Developer's own risk, cost and expense and the Developer hereby agrees that without such written order the Developer will make no claim for compensation for work or materials so done or furnished. It is further agreed, anything to the contrary herein notwithstanding, that the City, City Council and its agents or employees shall not be personally liable or responsible in any manner to the Developer, the Developer's contractor or subcontractors, material men, laborers or to any other person or persons whomsoever, for any claim, demand, damages, actions or cause of any action of any kind ME or character arising out of or by reason of the execution of this Agreement or the performance and completion of the Improvement work and the Improvements and that the Developer will save the City harmless from all such claims, demands, damages, actions or causes of action or the costs, disbursements and expenses of defending the same, except for any such claims, demands, damages, actions or causes of action caused by the misconduct or negligence of the City or someone acting on its behalf. 5. Staking, Surveying and Inspections Developer must provide all staking and surveying for the Improvements in order to ensure that the completed Improvements conform to the Approved Plans. The City will provide for construction inspections at the Developer's expense. Developer must notify the City Engineer at least 48 hours in advance, not including weekend days or holidays, for inspection service or scheduling of tests to be performed. The following scope of services shall be allowed for site observations by the City Inspector /City Soil Engineer and City Engineer Consultant. Observations will be limited to one City employee or one City Engineer Consultant, but not both simultaneously to observe work scope for conformance to City standards and project documents. However, if a need for consultation on site together with each person from the City and the Consultant or technical expert is required due to nonconformance by the contractor or an unusual site condition, the Developer will compensate for this service. This does not include daily site inspections for erosion control, pre - construction meeting, or weekly site meetings for multiple personnel if required. 6. Final Inspection /Acceptance Upon completion of the Improvements, the City Engineer and representatives of the Developer's contractor and/or engineer will promptly make a final inspection of the Improvements. Before final payment is made to the contractor by the Developer, the City Engineer shall be satisfied that all work is satisfactorily completed in accordance with the approved plans and specifications and all City inspections for the work were performed, and the Developer's engineer shall submit a written statement attesting to the same. The Developer's contractor performing the Public Improvements for the Developer must submit to the City a 100% Warranty Maintenance Bond that shall run for a minimum of one year. Said bond shall run from date of acceptance by the City of all Public Improvements. At the time of final acceptance of the Public Improvements, if it is determined by the City that the Approved Plans were not adhered to, or that the Public Improvement work was done without City inspections, the Developer agrees to increase the length of the 100% Warranty Maintenance Bond up to a maximum of five (5) years as reasonably determined by the City Engineer. The Warranty period for streets commences after the final placement of the wear course. The City Engineer will notify the developer in writing of the City's approval of the Improvements and schedule the request for acceptance by the City Council. The final approval and acceptance of the Improvements by the City Council shall constitute final approval and acceptance by the City without further action on the part of any parry hereto. 7. Default by Developer In the event of default by the Developer as to any of the Improvement work to be performed hereunder by the Developer, its successors or assigns, the City is granted the right to declare any sums provided by this Agreement due and payable in full, and the City may draw upon any financial guaranty(ies) posted in conformance with this Agreement. In the event the City -s- draws from any financial guaranty(ies) sums that exceed the costs or damages to the City, the City will promptly return such excess amounts to the Developer. Notwithstanding anything to the contrary contained in this Agreement, if the City determines that the Developer is in default of any of the terms of this Agreement, the City shall promptly notify Developer of the default and /or non - compliance ( "Cure Period "). The City agrees to provide the Developer a reasonable and appropriate amount of time for the Developer to correct any noted defaults, based on the measures that will need to be taken by the Developer to correct the default. In the event Developer fails to correct said non - compliance within the designated Cure Period, the City may take any other remedy or action available to the City under the terms of this Agreement. 8. Denial of Permits Breach of any term of this Agreement by the Developer or failure to comply with City ordinances shall be grounds for denial of building or occupancy permits for buildings within the subdivision until such breach is corrected by the Developer. 9. Attorneys' Fees The Developer will pay the City's reasonable attorney's fees to be fixed by the Court in the event a suit or action is brought to enforce the terms of this Agreement, or in the event an action is brought upon a bond or letter of credit furnished by the Developer as provided herein. 10. Assignment The Developer may not transfer or assign any of its obligations under this Agreement without the prior written consent of the City, which shall not be unreasonably withheld, conditioned or delayed. 11. Agreement to Run with Land The Developer agrees to record this Agreement among the land records of Washington County, Minnesota simultaneously with recording of the plat of "The Waters at Michael's Pointe." The provisions of this Agreement shall run with the land and be binding upon the Developer and its successors in interest. Notwithstanding the foregoing, no conveyance of the Property or any part thereof shall relieve the Developer of its liability for full performance of this Agreement unless the City expressly so releases the Developer in writing. 12. Release Upon completion and approval of all Improvements required herein, including completion and acceptance of the Improvements and satisfaction of all of the Developer's obligations under this Agreement, the City agrees to execute an instrument (in form sufficient to remove this Agreement as a further encumbrance against the Property) releasing all Property from the terms of this Agreement. 13. Severability The provisions of this Agreement are severable, and in the event that any provision of this Agreement is found invalid, the remaining provisions shall remain in full force and effect. 14. Consent The Developer represents and warrants that there are no other persons or entities with interests in the Property. 15. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. -6- 16. Yard Trees and Landscaping. The Settlement Agreement made between the City and U.S. Home Corporation on July 2, 2008 stipulated that the City install front yard trees, park and buffer plantings for the Pinecliff 2 Additions, which included all future phases within the Pinecliff 2nd Addition preliminary plat. According to the Agreement, the City agreed to a $78,096.00 value. As of June 1, 2012, the City has planted trees and landscape buffers totaling $54,528.00. The balance of the City's obligation is $23,568.00. The City will plant additional trees at a cost not to exceed $23,568.00. Once the City has met their tree planting obligation amount, the Developer is responsible in completing the landscaping improvements within all Pinecliff phases, including the park and open space areas. It is estimated that the Developer is responsible for completing the planting of approximately 83 trees and all remaining landscaping beds as shown in Exhibit A of the 2008 Settlement Agreement. IN WITNESS OF THE ABOVE, the parties have caused this Agreement to be executed on the date and year written above. U. S. HOME CORPORATION By: Jonathan Aune Its : Vice - President STATE OF MINNESOTA COUNTY OF WASHINGTON )ss. The foregoing instrument was acknowledged before me this day of 2012, by Myron Bailey, Mayor and Caron M. Stransky, City Clerk of the City of Cottage Grove, a Minnesota municipal corporation, on behalf of the corporation. Notary Public (Notary Seal) CITY OF COTTAGE GROVE: am Myron Bailey, Mayor By: Caron M. Stransky, City Clerk ACKNOWLEDGEMENT FOR CITY -7- ACKNOWLEDGEMENT FOR DEVELOPER STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON ) On this day of , 2012, before me, a notary public within and for said County, personally appeared Jonathan Aune, Vice - President of U.S. Home Corporation, a Delaware corporation, on behalf of said corporation, did say that he is respectively the Vice - President of U.S. Home Corporation, and he did acknowledge and execute said instrument to be his free act and deed on behalf of said Corporation. Notary Public (Notary Seal) THIS DOCUMENT DRAFTED BY: Community Development Department City of Cottage Grove 7516 — 80 Street South Cottage Grove, MN 55016 -8- EXHIBIT "A" 19 _ 01 t14 6 Outlot D, PINECLIFF 2ND ADDITION, according to the recorded plat thereof, Washington County, Minnesota ME Outlot A, PINECLIFF 4 TH ADDITION, according to the recorded plat thereof, Washington County, Minnesota one The East 507.30 feet of the North 214.64 feet of the South 1,976.36 feet of the East Half of the Northeast Quarter of Section 5, Township 27, Range 2, Washington County, Minnesota EVITI The East 494.94 feet of the South 220.00 feet of the North 660.51 feet of the South 1,761.72 feet of the East half of the Northeast Quarter of Section 5, Township 27, Range 21, Washington County, Minnesota o That part of the west half of vacated Ideal Avenue lying southerly of the easterly extension of the northerly line of Outlot A, PINECLIFF 4 TH ADDITION, according to the recorded plat thereof, Washington County, Minnesota and lying northerly of the easterly extension of the northerly line of Outlot D, PINECLIFF 2 ND ADDITION, according to the recorded plat thereof, Washington County, Minnesota. -9- EXHIBIT "B" SCHEDULE OF APPROVED PLANS -io- EXHIBIT "C" Yard Trees and Park Boundary Markers EXHIBIT 66 Landscaping Plan According to the July 2, 2008 Settlement Agreement's Exhibit "A" I R. Hill. Inc. Jams F - m-n" , k7v 12- EXHIBIT "E" June 7, 2012 Re: Letter Agreement between U.S. Home Corporation and Thomas Shannon and Sharon Shannon regarding Pinecliff 5th Addition property in Washington County, Minnesota (the "Development"). Dear Tom and Sharon: We appreciate your cooperation in the process we have been going through to obtain municipal approvals for our proposed Development. In consideration for your signatures needed on various applications and agreements with the City and for your continued cooperation with all such items, we agree to indemnify and reimburse you with respect to any liabilities and costs asserted against or incurred by you by reason of or arising out of our work on the Development. This includes all assessments and costs relating to the "Public Improvements" and "On -Site Improvements" required to be completed by the "Developer" under the terms of the Development Agreement (Pinecliff 5th Addition) entered into with the City of Cottage Grove on or about the date of this letter. In addition, we agree to complete at no cost to you: Running a sewer and water service to within 5 feet of the current foundation of your existing home. You will be responsible for the actual cost and completion of the hook ups U.S. Home Corporation, a Dela e corporation By: Name: Jonat . e Its: Vice es�� t, MN Land Division 8945610v1 Consent and Acknowledgement EXHIBIT " F " June 7, 2012 Re: Letter Agreement between U.S. Home Corporation and Donald Bialucha and Bonnie Bialucha regarding Pinecliff 5th Addition property in Washington County, Minnesota (the "Development ") Dear Don and Bonnie: We appreciate your cooperation in the process we have been going through to obtain municipal approvals for our proposed Development. In consideration for your signatures needed on various applications and agreements with the City and for your continued cooperation with all such items, we agree to indemnify and reimburse you with respect to any liabilities and costs asserted against or incurred by you by reason of or arising out of our work on the Development. This includes all assessments and costs relating to the "Public Improvements" and "On-Site Improvements" required to be completed by the "Developer" under the terms of the Development Agreement (Pinecliff 5th Addition) entered into with the City of Cottage Grove on or about the date of this letter. In addition, we agree to complete the Developer Items identified on the attached Schedule A at no cost to you. U.S. Home Corporation, a Delaware corporation By: Name: na A. A e Its: ice esident, MN Land Division Consent and Acknowledgement Bonnie Bialucha p rev i 8945401YI