HomeMy WebLinkAboutWaterloo Development Corp_Farmers State Bank - Cosent and Assignment - 3.2.2026Prepared by and return to: Thomas N. DeBoom, Simmons Perrine PLC, 115 Third Street SE, Suite
1200, Cedar Rapids, IA 52401-1266; telephone: 319-366-7641
CONSENT AND ASSIGNMENT OF GROUND LEASE
This Consent and Assignment of Ground Lease ("Assignment") is made and entered as of fil eAr•ch
2 , 2026, by and between Waterloo Development Corporation, an Iowa nonprofit corporation
("Borrower"), City of Waterloo, Iowa ("Landlord"), and Farmers State Bank, an Iowa state chartered
bank with an address of 131 Tower Park Dr., Waterloo, IA 50701 ("Lender" and together with Borrower
and Landlord, each, a "Party" and, collectively, the "Parties").
WHEREAS, Borrower, as lessee, and Landlord, as lessor, are parties to that certain Ground Lease
dated on or about January 5, 2026 (as amended from time to time and together will all addenda thereto, the
"Ground Lease") with respect to the real property legally described as follows and located in Black Hawk
County, State of Iowa:
See attached Exhibit "A"
(consistent of Tax Parcel No. 891323378026, Tax Parcel No. 891323378017, and part of Tax Parcel No.
891323378016) (the "Land");
WHEREAS, Lender has agreed to provide a loan to the Borrower pursuant the terms of a
promissory note in the original principal amount of $22,000,000.00 ("Note") and certain Loan Documents,
as hereafter defined, dated as of February _, 2026 (the "Loan") and any other documents executed in
connection with the loans, as may be amended from time to time, and incorporated herein by reference
(collectively, the "Loan Documents"); and
WHEREAS, Lender has agreed to enter into the Loan Documents with the Borrower, subject to
and conditioned upon, among other things, the execution and delivery of this Assignment by Borrower and
Landlord.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
the Parties hereby acknowledge, the Parties agree as follows:
1. Assignment. In order to partially secure the payment and performance of the indebtedness
and obligations of the Borrower under the Loan Documents and for other good and valuable consideration,
Borrower assigns, transfers, grants, and conveys to Lender all of Borrower's right, title and interest in and
to the Ground Lease, together with any and all other documents executed in connection with the Ground
Lease. This Assignment is made as additional collateral and security for the Loan. Borrower acknowledges
that the making of the Loan by Lender to Borrower is made in reliance on this Assignment. The Parties
intend that this assignment will be a present transfer to Lender of all of Borrower's rights under the Ground
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Lease, subject to Borrower's right to enjoy all its rights and privileges under the Ground Lease so long as
no event of default has occurred under any of the Loan Documents which has not been cured within any
applicable cure period under such Loan Document and as long as Lender shall not have exercised its rights
described in Section 2 hereof.
2. Lender's Rights. Lender shall have the right and option, in its sole discretion, to exercise
any and all rights, benefits and privileges of the Borrower in the Ground Lease upon the occurrence of an
event of default under any of the Loan Documents which has not been cured within any applicable cure
period under such Loan Document; provided, however, neither this Assignment nor any action or actions
on the part of Lender shall constitute an assumption by Lender of any of the obligations of Borrower under
the Ground Lease, and Borrower shall continue to be liable for all obligations thereunder. Without limiting
the foregoing, Lender shall have the right and option at any time, in its sole discretion (but under no
circumstances shall it be obligated) to take in its name or in the name of Borrower such action as Lender
may at any time or from time to time reasonably determine to be necessary to cure any default of Borrower
under the Ground Lease. Lender shall incur no liability on account of any action taken by it or on its behalf
pursuant to this Assignment, whether or not the same shall prove to be improper, inadequate or invalid in
whole or in part, except where such action or actions are finally determined by court with proper jurisdiction
to constitute gross negligence or willful misconduct.
3. Borrower's Covenants. Borrower represents that the Ground Lease is valid and binding
and Borrower is not in default in whole or in part under the Ground Lease. Borrower agrees that it will not
amend, assign or transfer any interest in or modify the Ground Lease or terminate the terms thereof without
the prior written consent of Lender. Borrower will pay when due all sums required to be paid by the Ground
Lease. Borrower will fulfill or perform each and every material condition and covenant of the Ground Lease
required to be fulfilled or performed by Borrower, give prompt notice to the Lender of any notice of default
received by Borrower under the Ground Lease, together with a complete copy of any such notice, and, at
the sole cost and expense of Borrower, cure such default as required by the Ground Lease. Borrower agrees
to execute and deliver to Lender such other documents as Lender may deem necessary to evidence and/or
protect Lender's rights, remedies and interests in and under the Ground Lease and this Assignment.
4. Power of Attorney. Borrower irrevocably appoints the Lender as Borrower's attorney -in -
fact to exercise any or all of Borrower's right in, to, and under the Ground Lease, to give appropriate
receipts, releases, and satisfactions on behalf of Borrower in connection with the performance under the
Ground Lease, and to do any or all other acts, in Borrower's name or in the Lender's own name, that
Borrower could do under the Ground Lease with the same force and effect as if this Assignment had not
been made. This power of attorney is coupled with an interest and may only be employed by the Lender
after the occurrence of an event of default under the Loan Documents.
5. Landlord's Consent to Assignment. Subject to the terms and conditions of this Assignment,
Landlord herby acknowledges and consents to this Assignment of the Ground Lease, and in consideration
of the benefit to be received by it and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, covenants and agrees with Lender that, subject to the terms and conditions
of the Ground Lease, in the event of Lender's exercise of its rights under this Assignment with respect to
the Ground Lease (which Lender may do at its sole and absolute discretion), the Ground Lease shall remain
in full force and effect for the benefit of Lender. Landlord agrees that it will consent to any assignment of
the Ground Lease by Lender on behalf of itself or Borrower. Landlord hereby affirmatively waives any
statutory or consensual landlord's lien and distress or distraint rights relating to the buildings, equipment,
goods, trade fixtures and other personal property owned by Borrower, and installed or kept on the Land.
6. Landlord Covenants. Landlord represents that the Ground Lease is valid and binding, and
Borrower is not in default in whole or in part under the Ground Lease. Landlord is the titleholder of record
for the assets and real estate subject to the Ground Lease.
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7. Right to Cure Lease Default. In the event of default by Borrower under the Ground Lease,
prior to Landlord's termination of the Ground Lease, Landlord shall give notice of such default to Lender,
and thereafter Lender shall have an opportunity to cure such default within a reasonable time. Landlord's
notice must be in writing and either served personally, by overnight mail, or sent by first class certified,
return receipt mail to Lender as follows:
Farmers State Bank
Attention: Jason Hosch, Chief Retail Officer
131 Tower Park Dr.
Waterloo, IA 50701
8. Acceleration. Borrower acknowledges and agrees that any default by Borrower in the
performance of any of the terms of the Ground Lease or breaches any covenant hereof shall constitute an
event of default under the Note, and Lender, at its option, may declare the unpaid balance of the Loan
immediately due and payable.
9. No Assumption of Liability. Lender does not, by the execution of this Assignment, assume
any liability or become liable in any manner whatsoever for the performance of any of the terms and
conditions in the Ground Lease, unless and until Lender definitely assumes such obligations in writing.
10. Reimbursement of Expenses; Indemnification. Borrower shall promptly reimburse Lender
for all costs and expenses (including reasonable attorneys' fees) incurred by Lender in exercising any of its
rights or remedies under this Assignment, and in protecting or exercising Lender's and/or Borrower's rights
under the Ground Lease. All amounts payable by Borrower hereunder shall bear interest at the default rate
set out in the Note or the highest rate permitted by law (whichever is lower) from its due date until paid
without any formal demand for payment by Lender. Borrower agrees to indemnify, save, and hold harmless
Lender from and against any and all claims, liabilities, losses, costs, and expenses (including but not limited
to attorneys' fees, costs and expenses) (collectively, "Losses") assessed against or incurred by Lender, its
affiliates, and its and their respective officers, directors, employees, and agents (each, an "Indemnified
Party") arising from or relating to (i) any failure of Borrower to perform and observe, at the time and in
the manner therein provided, each of the covenants, agreements and obligations of Borrower contained in
the Ground Lease and/or this Assignment, or (ii) any action or omission of Lender under the Ground Lease
in accordance with this Assignment; provided, however, that Borrower shall have no obligation to
indemnify an Indemnified Party from and against any Losses to the extent such Losses is finally determined
by court with proper jurisdiction to have been caused by such Indemnified Party's gross negligence or
willful misconduct.
11. Waiver of Jury Trial. EACH PARTY HEREBY JOINTLY AND SEVERALLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO
THE ASSIGNMENT, THE OBLIGATIONS THEREUNDER OR ANY TRANSACTION ARISING
THEREFROM OR CONNECTED THERETO. EACH PARTY REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
12. General Provisions.
a. Entire Agreement. This Assignment and the Ground Lease contain all the terms
and conditions agreed upon by the Parties relating to the subject matter of this Assignment and supersede
all prior agreements and understandings between the Parties with respect to the subject matter hereof.
b. Modification and Waiver. This Assignment may not be amended or modified
except by written instrument signed by all Parties. Borrower and Landlord agree that they shall not amend,
modify, or terminate any terms of the Ground Lease without the prior written consent of Lender. No waiver
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of any breach or potential breach of any Party under this Assignment will be effective unless set forth in a
writing duly signed by the Party granting such waiver, and no waiver of the breach of any matter on any
one occasion shall constitute a waiver of a breach of such matter or any other matter on any subsequent
occasion. The failure of any Party to seek redress for violation of or to insist upon the strict performance of
any provision of this Assignment shall not affect such Party's right to seek redress for a subsequent violation
or failure to perform the same provision.
c. Binding Effect; Assignment. This Assignment and all the terms and provisions of
this Assignment shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties,
their representatives, successors and permitted assigns. All rights of Lender under this Assignment may be
assigned, pledged, mortgaged or transferred by Lender to any third party without the consent of the other
Parties. Borrower may not assign its rights or obligations under this Assignment without Lender's prior
written consent.
d. Survival. The Parties agree that all of the representations, warranties, covenants
and agreements contained in this Agreement shall survive and continue in full force and effect until all
obligations and indebtedness of Borrower under the Loan Documents have been satisfied in full.
e. Governing Law. This Assignment shall be construed in accordance with and
governed by the laws of the State of Iowa without regard to the conflicts of law provisions thereof.
f. Notices. Any notice required to be given to Lender under this Assignment shall be
given to Lender as provided in Section 7 hereof. Any notice required to be given to Landlord or Borrower
under this Assignment shall be given as provided in the Ground Lease.
g. Severability. In the event any one or more of the provisions contained in this
Assignment should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other jurisdiction).
h. Headings. Paragraph headings contained herein are for the convenience of
reference only and shall not be construed so as to affect the interpretation or construction of any substantive
provision of this Agreement.
i. Receipt. Each Party hereby acknowledges receipt of a copy of this Assignment.
j. Counterparts. This Assignment may be executed and delivered by facsimile or
other means of electronic transmission and in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. All signatures of the Parties
transmitted by facsimile or other means of electronic transmission shall be deemed to be their original
signatures for all purposes.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE
READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.
NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN
CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS
AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
[Remainder of Page Intentionally Blank; Signature Page Follows]
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[Signature Page 1 of 3 for Consent and Assignment of Ground Lease]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as of
the day and year first above written.
BORROWER:
Robert W. Petersen, President
STATE OF IOWA
) ss:
COUNTY OF BLACK HAWK )
Signed and sworn to (or affirmed) before me on yy 9 , 2026 by Robert W.
Petersen, as the President of Waterloo Development Corpot`ation.
JESUS RAMIREZ JR1
COMMISSION NO. 798733r
My COMMISSION EXPIRES
t2-202B
No tttfy Public in an.:. said State
Printed Name: J€ Pa-mq-, J a.
My Commission Expires: - (2 - 2o22
5
[Signature Page 2 of 3 for Consent and Assignment of Ground Lease]
STATE OF IOWA
) ss:
COUNTY OF BLACK HAWK
LENDER:
Farmers _Sjate k
By: !� c-
Jasgn'Hosch, Chief Retail Officer
�"
Signed and sworn to (or affirmed) before me on _e .Cr✓7 , 2026 by Jason Hosch,
as the Chief Retail Officer of Farmers State Bank. /j
DUSTIN THORSON
COMMISSION NO. 740501
MY COMMISSION EXPIRES
S" z�
Nota is in and for said State
Printed Name: Ovs r,., ti or sa,
My Commission Expires: z / 4 /z
6
' O HOH r LI±Y2uO
ueor+v otA v o,,aztIMMO:3
?3ii1'zIXa 1,10;`?2iMMO YM
[Signature Page 3 of 3 for Consent and Assignment of Ground Lease]
STATE OF IOWA
) ss:
COUNTY OF BLACK HAWK )
Signed and sworn to (or affirmed) before me on
Boesen, as the Mayor of the City Of Waterloo, Iowa.
NANCY ANNE HIGBY
NO. 853884
MY CCOMMISSIO EXPIRES
awr
LANDLORD:
City of Wat loo, Iow
By:
David Boesen, Mayor
, 2026 by David
one
Not blic d for said Stat
Printed ame: Cl\Cj Anne
i Z 027 J
My Commission Expires: � — 3
7
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31 .knaYM
1
EXHIBIT A
Those parts of Lot 1, in TechWorks Addition to Waterloo, Black Hawk County, Iowa described
as follows:
Lot 1, in TechWorks Addition to Waterloo, Black Hawk County, Iowa, except Parcel "E" of Plat
of Survey Doc. #2013-8971; except Parcel "F" of Plat of Survey Doc. #2013-19092, and
amended in Doc. #2015-21270; except Parcel "G" of Plat of Survey Doc. #2020-12244; except
Parcel "I" of Plat of Survey Doc. #2022-17202; except that part of Lot 1 bounded by Parcel "F",
Westfield Avenue, and Jefferson Street; and except that 25 foot roadway easement as shown in
Doe. #2009-10204 (Tax Parcel No. 891323378017);
AND
Parcel "K" of Plat of Survey Doc. #2024-8092, being a part of Parcel "G" of Plat of Survey Doc.
No. 2020-12244 ("I'ax Parcel No, 891323378026)
AND
When acquired: Parcel "J" of Plat of Survey Doc. No. 2024-08091 (Part of Tax Parcel No.
891323378016).
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