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HomeMy WebLinkAboutBaltimore Fields, LLC - Amendment to(RECORDED) DA and MAA - 12.1.2025 2 2026-01053 RECORDED:01/26/2026 09:33:51 AM RECORDING FEE:$57.00 REVENUE TAX:$ COMBINED FEE:$57.00 SANDIE L.SMITH, RECORDER BLACK HAWK COUNTY,IOWA .3k o-F C.1+1l.3c, e.r'too 1t5 Mu-►be c kc , rF i7 so3 Prepared By:Austin J. McMahon. Lange& McMahon, PLC,222 1"St. E., Independence, IA (319) 334-4488 AMENDMENT TO DEVELOPMENT AGREEMENT (BALTIMORE FIELDS) This Amendment to Development Agreement ("Amendment") is entered into as of -#`"Z±-11n , 2025, by and between Baltimore Fields, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS WHEREAS, the parties entered into a Development Agreement dated April 17, 2023, which was filed June 29, 2023, as Document No. 2023- 17592 in the office of the Black Hawk County Recorder, as amended by an Amendment dated May 5, 2025. The Development Agreement, including as amended, is referred to as the "Agreement." WHEREAS, the parties desire and seek to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. The Amendment executed by the parties and dated May 5, 2025, is hereby rescinded and voided in its entirety. 2. Section 4 of the Agreement is hereby amended to provide for a commencement date of June 1, 2026, a substantial completion deadline of June 30, 2027, and to further provide that the City's Community Planning and Development Director may, but shall not be required, to consent to an extension of time of up to six (6) months for the construction of the Improvements. Any additional or longer extensions will require approval and consent of the City Council 3. Section 6 of the Agreement is deleted in its entirety and replaced with the following: 6. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees, which shall be considered as part of the Infrastructure Improvements 4. A new Section 28 is hereby added to the Agreement as follows: 28. Definitions. Economic Development Grant means the Tax Increment payable by the City to the Company in connection with Qualified Costs and Expenses for Public Improvements and in accordance with the terms of this Agreement and Iowa law. Housing Unit means a single-family dwelling or residence. References to "dwelling"or"unit"contained in the Agreement shall be construed as meaning or referring to a Housing Unit. Improvements means or refers to the construction and development obligations as set forth in this Agreement, including but not limited to, Housing Units and Public Improvements. Public Improvements means the construction or installation of sidewalk ramps at street intersections,sidewalks adjacent to stormwater detention facilities, sidewalks adjacent to parks or other green spaces,streets,sanitary sewer,storm sewer, stormwater detention,water infrastructure, and erosion control measures to be completed by Company with respect to the Project Property to allow for the development of Housing Units on the Project Property, which said Public Improvements shall be dedicated to the City upon acceptance by the City. Development Property and Property means the Property as described in the Agreement which is part of or will be part of the Baltimore Fields Urban Renewal Area or Baltimore Fields Urban Renewal Plan area. Tax Increment means the property tax revenues divided and made available to the City in one or more special Urban Renewal Tax Increment Revenue Funds pursuant to Iowa Code§403.19 and one or more duly passed Ordinances. Urban Renewal Tax Increment Revenue Fund means or refers to one or more special funds of the City created pursuant to Iowa Code§403.19 and one or more duly passed Ordinances, which Fund will be created in order to pay the principal of and interest on loans,monies advanced to,or indebtedness,whether funded, refunded, assumed, or otherwise, including bonds or other obligations issued under the authority of Iowa Code Chapters 15A,403,or 384, incurred by the City to finance or refinance in whole or in part projects undertaken within the Baltimore Fields Urban Renewal Plan area and pursuant to this Agreement. Qualified Costs and Expenses means the costs and expenses incurred by Company in connection with Public Improvements, whether incurred prior to or after the date of this Agreement, including costs for acquisition of right of way, easements,landscaping,grading,drainage,paving,utility connections for private property located in the streets, engineering, plans and specifications, labor, materials, supplies, equipment use and rental, delivery charges, overhead, mobilization, and legal fees directly associated with completing the Public Improvements. Qualified Costs and Expenses also includes up to 24 months of interest incurred to finance completion of the Public Improvements measured from the dedication of the Public Improvements to the City.To constitute Qualified Costs and Expenses, the costs and expenses must be incurred by Company for the completion of those Public Improvements that are dedicated to and accepted by the City. In any event, Qualified Costs and Expenses shall not include costs or expenses that are not for the purpose of providing or aiding in the provision of Public Improvements related to housing and residential development as provided in Iowa Code Chapter 403. 5. A new Section 29 is hereby added to the Agreement as follows: 29. Economic Development Grants. For and in consideration of the obligations being assumed by Company hereunder, and in furtherance of the goals and objectives of the Baltimore Fields Urban Renewal Plan and the Urban Renewal Act, the City agrees, subject to the Company being and remaining in compliance with this Agreement, to make certain economic development grants to Company under the following terms and conditions. A. Certification of Qualified Costs and Expenses. Company shall provide an itemization and certification to the City containing the amount of Qualified Costs and Expenses for Public Improvements. Company shall submit documentation substantiating the amount of Qualified Costs and Expenses for Public Improvements being certified. Company shall provide such additional or further substantiation or proof of Qualified Costs and Expenses for Public Improvements as reasonably requested by City. The City shall review the itemization and certification provided by Company to verify the reasonableness of the certified Qualified Costs and Expenses for Public Improvements, and a determination by the City as to the reasonableness thereof is final. B. Calculation of Grant Amounts. 1. Grants for Public Improvements. Subject to the terms of this Agreement, including the timely and proper development of the Improvements, and the timely and proper certification by Company of Qualified Expenses and Costs to the City, City shall make annual Economic Development Grants to Company beginning on June 1 of the fiscal year that the City first receives and has available to it the Tax Increments under the provisions of Iowa Code § 403, and continuing each June 1 thereafter until the earlier of: (i) the Company has received ten (10) Grant payments; (ii) the Maximum Aggregate Amount of Grants has been paid to Company; (iii) the City's ability collect or use Tax Increments terminates; or (iv) Company's right to receive Grants under this Agreement is terminated. Each Grant shall derive solely from Tax Increments received by the City pursuant to the provisions of Iowa Code Section 403.19. Assuming that the City has received and has Tax Increment funds available to it, and subject to the terms of this Agreement, Company shall be eligible to receive Grants after the substantial completion of at least four (4) Housing Units. Company acknowledges that pursuant to Iowa Code § 403.22 and other law, the City must set aside a certain percentage of the Tax Increments for assistance for low- and moderate-income family housing. The current applicable percentage for Black Hawk County is 48.60%. The City anticipates using 48.60% (or a lesser percentage if allowed by a change to the Urban Renewal Act) of the Tax Increments generated under Iowa Code § 403.19 in each year in which a Grant is made to satisfy the LMI housing assistance requirements of Iowa Code § 403.22. Subject to other terms and provisions of this Agreement, including Section 29(C), no annual Grant to Company shall exceed an amount equal to 50% of the total amount of Tax Increment collected under Iowa Code § 403.19 during the preceding twelve-month period, and no annual Grant shall exceed an amount equal to 50% of the Qualified Costs and Expenses for Public Improvements that have been incurred and certified to City as of the date for which any Grant is to be paid. For clarification, 48.60% of the total Tax Increment just described will be set aside for LMI housing assistance requirements and up to 50% of the total Tax increment just described will be available for payment (Grant) to Company. The City makes no representation with respect to the amount of Economic Development Grants that Company will receive and under no circumstances shall the City in any manner be liable to Company so long as the City timely applies the applicable Tax Increments (regardless of the amounts thereof) to the payment of the respective Grants to Company as and to the extent provided for in this Agreement. C. Timing of Grants. The parties acknowledge that the payment of Economic Development Grants, and the timing thereof, is dependent upon the initiation, collection, and availability to the City of tax increments as described under Iowa Code§403.19. Company shall submit a certification of the Qualified Costs and Expenses to the City, along with such proof thereof as reasonably requested by the City, and a written request to the City by September 15 of the year in which the Company desires that the City first certify debt to the County pursuant to Iowa Code 403.19. The City shall certify debt to the County pursuant to Iowa Code 403.19 by the December 1 immediately following the City's receipt of Company's certification and written request aforementioned. The City will receive the first full year of Tax Increments in the fiscal year following the certification of debt pursuant to Iowa Code § 403.19, and subject to the terms and conditions of this Agreement, shall make an annual Grant payment to Company as of June 1 of the first full fiscal year the City receives the tax increment. D. Maximum Aggregate Amount of Economic Development Grants. The aggregate amount of the Grants that may be paid to Company shall not exceed the lesser of: (i)the amount of Tax Increments actually collected and made and available to the City; (ii) 50% of the aggregate amount of the Qualified Costs and Expenses for Public Improvements submitted to and approved by the City. The parties acknowledge and understand that City's ability to collect Tax Increments is subject to limitations as asset forth in Iowa Code Chapter 403 and that, among other limitations, the City is unable to collect Tax Increments for more than a ten (10) year period of time. 6. A new Section 30 is hereby added to the Agreement as follows: 30. Obligations Contingent; Appropriation. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings, and approvals deemed necessary by City or its legal counsel to effectuate the City's obligations or to ensure that the Agreement conforms to Iowa law, including but not limited to, the creation of an Urban Renewal Area/Plan and the creation of one or more tax increment finance districts in accordance with Chapter 403 within the Urban Renewal Plan area for which the Property is situated. The payment of any incentive under this Agreement, including but not limited to, Economic Development Grants, is subject to annual appropriation by the City Council each fiscal year. City has no obligation to make any payment to Company until the City Council annually appropriates the funds necessary to do so. The right of non-appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make any incentive payments to Company, including Economic Development Grants, shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the incentive payment. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or City's counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and upon written notice by City, the Agreement shall be terminated, and such termination shall not constitute a default or breach of this Agreement. 7. A new section 31 is hereby added to the Agreement as follows: 31. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA"'), attached hereto as Exhibit "D" it will not seek or cause a reduction in the taxable value for the Property or any individual Housing Unit as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount below the amount of $4,050,000.00 for the entire Property or $225,000.00 per individual Housing Unit (the "Minimum Actual Value"), through: (a) Willful destruction of the Property, the Improvements, or any part of either; (b) a request to the Assessor of Black Hawk County; or (c) any proceedings, whether legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Grants are payable for each substantially completed Housing Unit above four (4) Housing Units before and attaining full $4,050,000.00 value as required in MAA Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 8. Except as modified herein, the Agreement shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the Agreement. This Amendment may be executed in multiple counterparts. The Agreement and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. CITY OF WATERLOO, IOWA BALTIMORE FIELDS, LLC By: t By: Quentin M. Hart, Mayor Name: gai.-‘ 'lam Attes . Title: Ay... Tely Felc , City Clerk EXHIBIT D MINIMUM ASSESSMENT AGREEMENT ' -This Minimum Assessment Agreement (the "Agreement") is entered into as of this day of 1 e n" -ec , 2025, and among the CITY OF WATERLOO, IOWA ("City") and BALTIMORE FIELDS, LLC ("Company"), and the COUNTY ASSESSOR of the BLACK HAWK COUNTY, IOWA("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof, the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the "Property"), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the Baltimore Fields Urban Renewal Plan area, including the construction of certain improvements, including Public Improvements and Housing Units, as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Codes 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon completion of construction of the Minimum Improvements by Company, the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than $4,050,000.00 (the "Minimum Actual Value") until termination of this Agreement, with each individual Housing Unit having a Minimum Actual Value of not less than $225,000.00, and Grants are payable for each substantially completed Housing Unit above four (4) Housing Units before and attaining full $4,050,000.00 value as required in MAA. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2032, the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2045. The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum Improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Codes 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or (e) cause a reduction in the actual value or the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date det forth above. [signatures on next page] CITY OF WATERLOO, IOWA BALTIMORE FIELDS, LLC By: By: Quentin M. Hart, Mayor ` Kevin Fittro Attest: i1 Kelley Felch1Ierk STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) On this 3 day of ,l , 2025, before me, a notary public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn ho being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. 4'ary Public\ STATE OF ) ss. os� BRITNI C PERKINS COUNTY OF ) z ► COMMISSION NO. 845529 * ; MY COMMISSION EXPIRES IOWA JANUARY 27, 2026 Subscribed and sworn before me on 11.L3E . I 142—'5 , by Kevin Fittro, as Manager of Baltimore Fields, LLC. TIM ANDERA 17A444_o �-- z t- COMMISSION NO. t MY COMMISSIO I 1 ota ry u l i c CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than Four Million Fifty Thousand and 00/ 100 Dollars ($4,050,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. 1 � 24 -- 2C)2c� Date A for Black Hawk County, Iowa STATE OF IOWA ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on )GiYl1 / Gi(, 969(0 by T.J. Koenigsfeld,Assessor for Black Hawk County, Iowa. 0. LEXI SCHNEIDER ;,, * COMMISSION NO.869 MY COMMISSION EXPIRES rows NOVEMBER 21,2028 Notary Public Prepared By:Austin J. McMahon, Lange&McMahon, PLC,222 1st St. E., Independence, IA (319)334-4488 AMENDMENT TO DEVELOPMENT AGREEMENT (BALTIMORE FIELDS) This Amendment to Development Agreement ("Amendment") is entered into as of Vac r I , 2025, by and between Baltimore Fields, LLC ("Company"), and the City of Waterloo, Iowa ("City"). RECITALS WHEREAS, the parties entered into a Development Agreement dated April 17, 2023, which was filed June 29, 2023, as Document No. 2023- 17592 in the office of the Black Hawk County Recorder, as amended by an Amendment dated May 5, 2025. The Development Agreement, including as amended, is referred to as the "Agreement." WHEREAS, the parties desire and seek to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. The Amendment executed by the parties and dated May 5, 2025, is hereby rescinded and voided in its entirety. 2. Section 4 of the Agreement is hereby amended to provide for a commencement date of June 1, 2026, a substantial completion deadline of June 30, 2027, and to further provide that the City's Community Planning and Development Director may, but shall not be required, to consent to an extension of time of up to six (6) months for the construction of the Improvements. Any additional or longer extensions will require approval and consent of the City Council 3. Section 6 of the Agreement is deleted in its entirety and replaced with the following: 6. Utilities. Company will be responsible for extending water, sewer, telephone, telecommunications, electricity, gas and other utility services to any location on the Property and for payment of any associated connection fees, which shall be considered as part of the Infrastructure Improvements 4. A new Section 28 is hereby added to the Agreement as follows: 28. Definitions. Economic Development Grant means the Tax Increment payable by the City to the Company in connection with Qualified Costs and Expenses for Public Improvements and in accordance with the terms of this Agreement and Iowa law. Housing Unit means a single-family dwelling or residence. References to "dwelling" or "unit" contained in the Agreement shall be construed as meaning or referring to a Housing Unit. Improvements means or refers to the construction and development obligations as set forth in this Agreement, including but not limited to, Housing Units and Public Improvements. Public Improvements means the construction or installation of sidewalk ramps at street intersections, sidewalks adjacent to stormwater detention facilities, sidewalks adjacent to parks or other green spaces, streets, sanitary sewer, storm sewer, stormwater detention, water infrastructure, and erosion control measures to be completed by Company with respect to the Project Property to allow for the development of Housing Units on the Project Property, which said Public Improvements shall be dedicated to the City upon acceptance by the City. Development Property and Property means the Property as described in the Agreement which is part of or will be part of the Baltimore Fields Urban Renewal Area or Baltimore Fields Urban Renewal Plan area. Tax Increment means the property tax revenues divided and made available to the City in one or more special Urban Renewal Tax Increment Revenue Funds pursuant to Iowa Code §403.19 and one or more duly passed Ordinances. Urban Renewal Tax Increment Revenue Fund means or refers to one or more special funds of the City created pursuant to Iowa Code § 403.19 and one or more duly passed Ordinances, which Fund will be created in order to pay the principal of and interest on loans, monies advanced to, or indebtedness, whether funded, refunded, assumed, or otherwise, including bonds or other obligations issued under the authority of Iowa Code Chapters 15A, 403, or 384, incurred by the City to finance or refinance in whole or in part projects undertaken within the Baltimore Fields Urban Renewal Plan area and pursuant to this Agreement. Qualified Costs and Expenses means the costs and expenses incurred by Company in connection with Public Improvements, whether incurred prior to or after the date of this Agreement, including costs for acquisition of right of way, easements, landscaping, grading, drainage, paving, utility connections for private property located in the streets, engineering, plans and specifications, labor, materials, supplies, equipment use and rental, delivery charges, overhead, mobilization, and legal fees directly associated with completing the Public Improvements. Qualified Costs and Expenses also includes up to 24 months of interest incurred to finance completion of the Public Improvements measured from the dedication of the Public Improvements to the City. To constitute Qualified Costs and Expenses, the costs and expenses must be incurred by Company for the completion of those Public Improvements that are dedicated to and accepted by the City. In any event, Qualified Costs and Expenses shall not include costs or expenses that are not for the purpose of providing or aiding in the provision of Public Improvements related to housing and residential development as provided in Iowa Code Chapter 403. 5. A new Section 29 is hereby added to the Agreement as follows: 29. Economic Development Grants. For and in consideration of the obligations being assumed by Company hereunder, and in furtherance of the goals and objectives of the Baltimore Fields Urban Renewal Plan and the Urban Renewal Act, the City agrees, subject to the Company being and remaining in compliance with this Agreement, to make certain economic development grants to Company under the following terms and conditions. A. Certification of Qualified Costs and Expenses. Company shall provide an itemization and certification to the City containing the amount of Qualified Costs and Expenses for Public Improvements. Company shall submit documentation substantiating the amount of Qualified Costs and Expenses for Public Improvements being certified. Company shall provide such additional or further substantiation or proof of Qualified Costs and Expenses for Public Improvements as reasonably requested by City. The City shall review the itemization and certification provided by Company to verify the reasonableness of the certified Qualified Costs and Expenses for Public Improvements, and a determination by the City as to the reasonableness thereof is final. B. Calculation of Grant Amounts. 1. Grants for Public Improvements. Subject to the terms of this Agreement, including the timely and proper development of the Improvements, and the timely and proper certification by Company of Qualified Expenses and Costs to the City, City shall make annual Economic Development Grants to Company beginning on June 1 of the fiscal year that the City first receives and has available to it the Tax Increments under the provisions of Iowa Code § 403, and continuing each June 1 thereafter until the earlier of: (i) the Company has received ten (10) Grant payments; (ii) the Maximum Aggregate Amount of Grants has been paid to Company; (iii) the City's ability collect or use Tax Increments terminates; or (iv) Company's right to receive Grants under this Agreement is terminated. Each Grant shall derive solely from Tax Increments received by the City pursuant to the provisions of Iowa Code Section 403.19. Assuming that the City has received and has Tax Increment funds available to it, and subject to the terms of this Agreement, Company shall be eligible to receive Grants after the substantial completion of at least four (4) Housing Units. Company acknowledges that pursuant to Iowa Code § 403.22 and other law, the City must set aside a certain percentage of the Tax Increments for assistance for low- and moderate-income family housing. The current applicable percentage for Black Hawk County is 48.60%. The City anticipates using 48.60% (or a lesser percentage if allowed by a change to the Urban Renewal Act) of the Tax Increments generated under Iowa Code § 403.19 in each year in which a Grant is made to satisfy the LMI housing assistance requirements of Iowa Code § 403.22. Subject to other terms and provisions of this Agreement, including Section 29(C), no annual Grant to Company shall exceed an amount equal to 50% of the total amount of Tax Increment collected under Iowa Code § 403.19 during the preceding twelve-month period, and no annual Grant shall exceed an amount equal to 50% of the Qualified Costs and Expenses for Public Improvements that have been incurred and certified to City as of the date for which any Grant is to be paid. For clarification, 48.60% of the total Tax Increment just described will be set aside for LMI housing assistance requirements and up to 50% of the total Tax increment just described will be available for payment (Grant) to Company. The City makes no representation with respect to the amount of Economic Development Grants that Company will receive and under no circumstances shall the City in any manner be liable to Company so long as the City timely applies the applicable Tax Increments (regardless of the amounts thereof) to the payment of the respective Grants to Company as and to the extent provided for in this Agreement. C. Timing of Grants. The parties acknowledge that the payment of Economic Development Grants, and the timing thereof, is dependent upon the initiation, collection, and availability to the City of tax increments as described under Iowa Code §403.19. Company shall submit a certification of the Qualified Costs and Expenses to the City, along with such proof thereof as reasonably requested by the City, and a written request to the City by September 15 of the year in which the Company desires that the City first certify debt to the County pursuant to Iowa Code 403.19. The City shall certify debt to the County pursuant to Iowa Code 403.19 by the December 1 immediately following the City's receipt of Company's certification and written request aforementioned. The City will receive the first full year of Tax Increments in the fiscal year following the certification of debt pursuant to Iowa Code § 403.19, and subject to the terms and conditions of this Agreement, shall make an annual Grant payment to Company as of June 1 of the first full fiscal year the City receives the tax increment. D. Maximum Aggregate Amount of Economic Development Grants. The aggregate amount of the Grants that may be paid to Company shall not exceed the lesser of: (i)the amount of Tax Increments actually collected and made and available to the City; (ii) 50% of the aggregate amount of the Qualified Costs and Expenses for Public Improvements submitted to and approved by the City. The parties acknowledge and understand that City's ability to collect Tax Increments is subject to limitations as asset forth in Iowa Code Chapter 403 and that, among other limitations, the City is unable to collect Tax Increments for more than a ten (10) year period of time. 6. A new Section 30 is hereby added to the Agreement as follows: 30. Obligations Contingent; Appropriation. Each and every obligation of City under this Agreement is expressly made subject to and contingent upon City's completion of all procedures, hearings, and approvals deemed necessary by City or its legal counsel to effectuate the City's obligations or to ensure that the Agreement conforms to Iowa law, including but not limited to, the creation of an Urban Renewal Area/Plan and the creation of one or more tax increment finance districts in accordance with Chapter 403 within the Urban Renewal Plan area for which the Property is situated. The payment of any incentive under this Agreement, including but not limited to, Economic Development Grants, is subject to annual appropriation by the City Council each fiscal year. City has no obligation to make any payment to Company until the City Council annually appropriates the funds necessary to do so. The right of non-appropriation reserved to City in this paragraph is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to make any incentive payments to Company, including Economic Development Grants, shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the incentive payment. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction or City's counsel to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and upon written notice by City, the Agreement shall be terminated, and such termination shall not constitute a default or breach of this Agreement. 7. A new section 31 is hereby added to the Agreement as follows: 31. Minimum Assessment Agreement. Company acknowledges and agrees that it will pay when due all taxes and assessments, general or special, and all other charges whatsoever levied upon or assessed or placed against the Property. Company further agrees that prior to the date set forth in Section 2 of the Minimum Assessment Agreement (the "MAA"'), attached hereto as Exhibit "D"' it will not seek or cause a reduction in the taxable value for the Property or any individual Housing Unit as improved pursuant to this Agreement, which shall be fixed for assessment purposes, below the amount below the amount of $4,050,000.00 for the entire Property or $225,000.00 per individual Housing Unit (the "Minimum Actual Value"), through: (a) Willful destruction of the Property, the Improvements, or any part of either; (b) a request to the Assessor of Black Hawk County; or (c) any proceedings, whether legal, or equitable, with any administrative body or court within the City, Black Hawk County, the State of Iowa, or the federal government. Grants are payable for each substantially completed Housing Unit above four (4) Housing Units before and attaining full $4,050,000.00 value as required in MAA Company agrees to execute and deliver the MAA concurrently with its execution and delivery of this Agreement. 8. Except as modified herein, the Agreement shall continue unmodified in full force and effect. Terms in this Amendment that are capitalized but not defined will have the same meanings herein that are ascribed to them in the Agreement. This Amendment may be executed in multiple counterparts. The Agreement and this Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. CITY OF WATERLOO, IOWA BALTIMORE FIELDS, LLC By: l_ tom- 4(. By: /4(1'is Quentin M. Hart, Mayor Name: / ,,, Attes . Title: At. -1 el y Felch , City Clerk EXHIBIT D MINIMUM ASSESSMENT AGREEMENT SrThis Minimum Assessment Agreement (the "Agreement") is entered into as of this L day of tP_Ce rA j-ec , 2025, and among the CITY OF WATERLOO, IOWA ("City") and BALTIMORE FIELDS, LLC ("Company"), and the COUNTY ASSESSOR of the BLACK HAWK COUNTY, IOWA("Assessor"). WITNESSETH: WHEREAS, on or before the date hereof, the City and Company have entered into a development agreement (the "Development Agreement") regarding certain real property (the "Property"), described in Exhibit "A" thereto, located in the City; and WHEREAS, it is contemplated that pursuant to the Development Agreement, the Company will undertake the development of an area within the City and within the Baltimore Fields Urban Renewal Plan area, including the construction of certain improvements, including Public Improvements and Housing Units, as described in the Development Agreement (the "Minimum Improvements") on the Property (the "Project"); and WHEREAS, pursuant to Iowa Codes 403.6, as amended, the City and the Company desire to establish a minimum actual value for the Property and the Minimum Improvements to be constructed thereon by Company pursuant to the Development Agreement, which shall be effective upon substantial completion of the Project and from then until this Agreement is terminated pursuant to the terms herein and which is intended to reflect the minimum actual value of the land and buildings as to the Project only; and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which the parties contemplate will be erected as a part of the Project. NOW, THEREFORE, the parties hereto, in consideration of the promises, covenants, and agreements made by each other, do hereby agree as follows: 1. Upon completion of construction of the Minimum Improvements by Company, the minimum actual taxable value which shall be fixed for assessment purposes for the Property and Minimum Improvements to be constructed thereon by Company as a part of the Project shall not be less than $4,050,000.00 (the "Minimum Actual Value") until termination of this Agreement, with each individual Housing Unit having a Minimum Actual Value of not less than $225,000.00, and Grants are payable for each substantially completed Housing Unit above four (4) Housing Units before and attaining full $4,050,000.00 value as required in MAA. The parties hereto agree that construction of the Minimum Improvements will be substantially completed by the date set forth in the Development Agreement, and in any case if the Minimum Improvements are not substantially completed by December 31, 2032, the parties agree to execute an amendment to this Agreement that will extend the date specified in Section 2 below. 2. The Minimum Actual Value herein established shall be of no further force and effect, and this Minimum Assessment Agreement shall terminate, on December 31, 2045. The Minimum Actual Value shall be maintained during such period regardless of: (a) any failure to complete the Minimum Improvements; (b) destruction of all or any portion of the Minimum Improvements; (c) diminution in value of the Property or the Minimum Improvements; or (d) any other circumstance, whether known or unknown and whether now existing or hereafter occurring. 3. Company shall pay, or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property and the Minimum Improvements pursuant to the provisions of this Agreement and the Development Agreement. Such tax payments shall be made without regard to any loss, complete or partial, to the Property or the Minimum Improvements, any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Property or the Minimum Improvements by Company or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Property or the Minimum Improvements. 4. Company agrees that its obligation to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Agreement shall be absolute and unconditional obligations of Company (not limited to the statutory remedies for unpaid taxes) and that Company shall not be entitled to any abatement or diminution thereof, or set off therefrom, nor to any early termination of this Agreement for any reason whatsoever. 5. Nothing herein shall be deemed to waive the Company's rights under Iowa Code§ 403.6, as amended, to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Company seek or cause the reduction of the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. Nothing herein shall limit the discretion of the Assessor to assign at any time an actual value to the land and Minimum Improvements in excess of the Minimum Actual Value. 6. Company agrees that during the term of this Agreement it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of property contained as a part of the Property or the Minimum Improvements determined by any tax official to be applicable to the Property or the Minimum Improvements, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral, credit or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other state law, of the taxation of real property, including improvements and fixtures thereon, contained in the Property or the Minimum Improvements; or (c) request the Assessor to reduce the Minimum Actual Value; or (d) appeal to the board review of the city, county, state or to the Director of Revenue of the State of Iowa to reduce the Minimum Actual Value; or (e) cause a reduction in the actual value or the Minimum Actual Value through any other proceedings. 7. This Agreement shall be promptly recorded by the City with the Recorder of Black Hawk County, Iowa. The City shall pay all costs of recording. 8. Neither the preambles nor provisions of this Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 9. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 10. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, including but not limited to future owners of the Project property. IN WITNESS WHEREOF, the parties have executed this Minimum Assessment Agreement by their duly authorized representatives as of the date det forth above. [signatures on next page] CITY OF WATERLOO, IOWA BALTIMORE FIELDS, LLC B �L��. .A-Q� /�_� B : G Y ��p lQ� '( Y Quentin M. Hart, Mayor \ Kevin Fittro Attest: ...WL,-------- elley Felchle, ity Clerk STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) On this 3 day of fDe('�2/rl/ , 2025, before me, a notary public in and for the State of Iowa, personally appeared Quentin M. Hart and Kelley Felchle, to me personally known, who being duly sworn ho being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said municipal corporation, and that said instrument was signed and sealed on behalf of said municipal corporation by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation by it and by them voluntarily executed. ary Publi STATE OF ) ) ss. ,PP�A�S,, BRITNI C PERKINS COUNTY OF ) ° A 7 COMMISSION NO.845529 * * MY COMMISSION EXPIRES IOWA JANUARY 27,2026 Subscribed and sworn before me on EL (, 20z-6 , by Kevin Fittro, as Manager of Baltimore Fields, LLC. '"� TIM ANDERA tA � 8 $ ,_ COMMISSION NO.772518 * a-w * MY COMMISSIONI EXPIRES otary ufNic _• t I Imo' y�y�g Gay y .. - 23f4i''X3 iI' 2Elkitvh)w!YM *g'd {:S,AS YRALMHL ',ACV t ytA fif,�°yy g�g3Citt Pta1f 31 ,t �. _ �.JSf .i Hi& � Z. TSB ,'3 3fri ... CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed for the development, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to that land and improvements upon completion shall not be less than Four Million Fifty Thousand and 00/ 100 Dollars ($4,050,000.00) until termination of this Minimum Assessment Agreement pursuant to the terms hereof, subject to adjustment as provided in said agreement. Date Assessor for Black Hawk County, Iowa STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) Subscribed and sworn to before me on by T.J. Koenigsfeld,Assessor for Black Hawk County, Iowa. Notary Public