HomeMy WebLinkAbout1934 Repealing Ordinance No. 1931 and Authorizing Sale of Certain Real Property to Bluescope Properties Group LLCBILL NO. 2023-043 ORDINANCE NO. 1934
AN ORDINANCE REPEALING ORDINANCE NO. 1931 AND AUTHORIZING AND APPROVING
THE SALE OF CERTAIN REAL PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO
BLUESCOPE PROPERTIES GROUP LLC, OR THEIR ASSIGNEE AND AUTHORIZING
OTHER DOCUMENTS AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly
known as Lot 1 of 40 West at Horizons ("Lot 1 of 40 West"), and further described on Exhibit A
attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, BlueScope Properties Group LLC, a Delaware limited liability company registered
and authorized to do business in the State of Missouri (`BlueScope"), proposes to purchase that
certain parcel of property to develop and use such parcels for an office industrial building with
office and warehouse uses (the "Proposal)", and
WHEREAS, the City desires to sell the Property to BlueScope and BlueScope desires to purchase
the Property from the City, all upon the terms and conditions in substantially the form of Purchase
and Sale Agreement attached hereto and incorporated herein as Exhibit B (the Agreement"), for
the price of Five Hundred Fifty -Five Thousand, Three Hundred Ninety -Three and 00/100 Dollars
($555,393.00) (the `Sale Price"), and
WHEREAS, the Board of Aldermen passed and approved, and the Mayor approved Ordinance
No. 1931 on June 20, 2023, however the proper company name for BlueScope, though properly
utilized within the Purchase and Sale Agreement authorized by Ordinance No. 1931, was not
utilized within the Ordinance, and
WHEREAS. the Board of Aldermen previously found and continues to find that the Proposal
submitted by BlueScope fulfills a public purpose and will further the growth of the City, facilitate
the development of Riverside, improve the environment of the City, increase the assessed
valuation of the real estate situated within the City, increase the sales tax revenues realized by
the City, foster increased economic activity within the City, increase employment opportunities
within the City, enable the City to direct the development of the Property, and otherwise be in the
best interests of the City by furthering the health. safety, and welfare of its residents and
taxpayers, and, has authorized this sale of the Property pursuant to this Purchase and Sale
Agreement, and its transfer by Special Warranty Deed in substantially the same form as Exhibit
C attached hereto and incorporated herein, to Purchaser.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1 — BEST INTEREST OF THE CITY TO REPEAL ORDINANCE NO. 1931 AND
APPROVE THIS NEW ORDINANCE AUTHORIZING THE AGREEMENT AND SALE OF "LOT
1 OF 40 WEST AT HORIZONS" TO BLUESCOPE PROPERTIES GROUP LLC. It is in the best
interest of the City, in order to further the growth of the City, improve the environment of the City,
foster increased economic activity within the City, increase employment opportunities within the
City, further the objectives of the TIF Plan, further build out the public infrastructure and otherwise
is in the best interests of the City by furthering the health, safety, and welfare of its residents and
taxpayers, to repeal Ordinance No. 1931 and to authorize and approve this new Ordinance to
enter into the Purchase and Sale Agreement attached hereto as Exhibit B and incorporated
herein, and to sell Lot 1 of 40 West at Horizons (the "Property") to BlueScope Properties Group
JC 17518960.2
LLC ("BlueScope") for the Sale Price of Five Hundred Fifty -Five Thousand, Three Hundred
Ninety -Three and 00/100 Dollars ($555,393.00) (the "Sale Price"), and on the other terms and
conditions contained in the Agreement, and such Agreement is hereby approved in substantially
the form attached hereto as Exhibit B. Such sale of the Property to BlueScope for the Sale Price,
and its transfer by Special Warranty Deed (the "Deed"), in substantially the same form as Exhibit
C attached hereto and incorporated herein, to BlueScope, and on the other terms and conditions
contained in the Agreement, is hereby approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the form attached hereto as Exhibit B, with such changes therein as
are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the City — Spencer
Fane LLP, and other appropriate officials and employees of the City are hereby authorized and
directed to take any and all actions as may be deemed necessary or convenient to carry out and
comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City
all certificates, instruments, agreements and other documents as may be necessary or convenient
to perform all matters herein authorized.
SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 27th day of June 2023.
ATTEST:
Robin Kincaid, City Clerk
Kathleen L. Rose, Mayor
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
JC 17518960.2
EXHIBIT A
LEGAL DESCRIPTION
Lot 1 of 40 West at Horizons, a Replat of Tract "A", a replat of DoorLink, 1st Plat,
together with a portion of the Northeast Quarter of Fractional Section 7 and the Northwest
Quarter of Fractional Section 8, Township 50 North, Range 33, all in the City of Riverside,
Platte County, Missouri, according to the plat recorded June 3, 2022 as Instrument Number
2022007889, in Book 22, Page 372.
JC 17518960.2
EXHIBIT B
PURCHASE AND SALE AGREEMENT
x I -,ISxn
EXHIBIT C
SPECIAL WARRANTY DEED
MISSOURI SPECIAL WARRANTY DEED
THIS INDENTURE is made as of , 2023 (the "Effective Date"), by and
between The City of Riverside Missouri, a political subdivision of the State of Missouri ("Grantor"),
with an address of 2950 NW Vivion Road, Riverside, MO 64150, and BlueScope Properties Group
LLC ("Grantee"). with an address of 1540 Genessee Street, Kansas City, MO 64102.
WITNESSETH, that Grantor, for and in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration, to Grantor paid by Grantee (the receipt of
which is hereby acknowledged) does by these presents, SELL AND CONVEY, unto Grantee and
Grantee's heirs, successors and assigns, the following described lots, tracts or parcels of land,
lying, being and situated in Platte County, Missouri, to wit
See Exhibit A, attached hereto and incorporated herein by reference.
SUBJECT TO: (a) easements, restrictions, declarations, reservations, agreements,
instruments, and other matters of record, if any; (b) taxes and assessments, general and special,
not now due and payable, and (c) rights of the public in and to the parts thereof in streets, roads
or alleys.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights,
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and Grantee's heirs, successors and assigns, forever, Grantor hereby covenanting that
the said premises are free and clear from any encumbrance done or suffered by Grantor, except
as set forth herein. and that Grantor will warrant and defend the title to said premises unto Grantee
and Grantee's heirs, successors and assigns, forever, against the lawful claims and demands of
all persons claiming under Grantor, except as set forth herein.
[Signatures on following page]
JC 17518960.2
IN WITNESS WHEREOF, Grantor has executed these presents as of the Effective Date.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
By:
Name: Kathleen L. Rose
Title: Mayor
(SEAL)
Attest:
City Clerk
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this day of , 2023, before me appeared Kathleen L. Rose,
to me personally known, who. being by me duly sworn, did say that she is the Mayor of the CITY
OF RIVERSIDE. MISSOURI, a political subdivision of the State of Missouri, and that the seal
affixed to the foregoing instrument is the seal of said City, and said instrument was signed and
sealed in behalf of said City by authority of its Board of Aldermen, and said individual
acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Notary Public
My Commission Expires:
JC 17518960.2
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the
Effective Date (hereinafter defined), by and between THE CITY OF RIVERSIDE, MISSOURI,
a fourth class city and political subdivision duly organized and existing under the laws of the state
of Missouri ("City" or "Seller"), and BLUESCOPE PROPERTIES GROUP LLC, a Delaware
limited liability company registered and authorized to do business in the State of Missouri, and
permitted assigns ("Buyer") (collectively the "Parties").
RECITALS:
A. Seller is the fee owner of certain real property, comprising approximately 3.590
acres, situated in the City of Riverside, Platte County, Missouri, commonly known as Lot 1 of 40
West at Horizons, and further described on Exhibit A attached hereto and incorporated herein by
this reference (the "Property").
[City will attach legal description and depiction after all other provisions of the PSA are
approved. ]
B. Buyer desires to purchase, and the City Staff ("Staff') recommended the sale to
Buyer, and the Board of Aldermen of the City pursuant to Ordinance No. , having
determined this Agreement will fulfill a public purpose, further the growth of the City, facilitate
the development of the City, improve the environment of the City, increase the assessed valuation
of the real estate situated within the City, increase the revenues realized by the City, foster
increased economic activity within the City, increase employment opportunities within the City,
and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its
residents and taxpayers, has authorized this sale of the Property pursuant to this Agreement upon
and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer hereby agree as follows:
1. Sale of the Property. The Recitals set forth above in this Agreement are
incorporated into and made a part of this Agreement as if fully set forth in this Section 1. Seller
agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and
interest in and to the Property, upon and subject to the terms and conditions hereinafter set forth.
2. Purchase Price. Buyer shall pay to Seller, as consideration for the purchase of the
Property, the sum ("Purchase Price") of Five Hundred Fifty -Five Thousand, Three Hundred
Ninety -Three and 00/100 Dollars ($555,393.00). The Purchase Price shall be payable as follows:
(a) Within three (3) days after the Effective Date, and in order to secure the
performance of Buyer under the terms and provisions of this Agreement, Buyer
shall deposit the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) with First
American Title Insurance Company, 1100 Main Street, Suite 1900, Kansas City
MO 64105, Attention: Stephanie Quisenberry, Phone (816) 410-7915 (the "Title
Company"), pursuant to Title Company's usual form of escrow agreement, if any,
with special provisions as may be required to conform to this Agreement, which
sum, together with any interest thereon less any investment fees related thereto, is
sometimes hereinafter collectively referred to as the "Earnest Money", all of
which shall be credited against the Purchase Price at Closing (as defined herein).
(b) The balance of the Purchase Price, plus or minus prorations and other adjustments
as set forth herein, if any, shall be due at Closing and shall be paid by wire transfer
of immediately available funds.
(c) "AS -IS". AS A MATERIAL PART OF THE CONSIDERATION FOR THE
TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, BUYER
AND SELLER EXPRESSLY STIPULATE AND AGREE THAT BUYER
SHALL ACCEPT THE PROPERTY "AS IS, WHERE -IS" AND "WITH ALL
FAULTS," EXCEPT TO THE EXTENT SELLER HAS OTHERWISE MADE AN
EXPRESS REPRESENTATION, WARRANTY OR COVENANT HEREIN OR
IN ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT
CLOSING, AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN ANY
SUCH DOCUMENT EXECUTED AND DELIVERED BY SELLER AT
CLOSING, SELLER MAKES AND HAS MADE NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR
ANY INTENDED USE OR PURPOSE, THE WORKMANSHIP OR
MATERIALS USED IN THE IMPROVEMENTS ON THE PROPERTY, IF ANY,
OR THE PRESENT OR FUTURE INCOME THAT MAY BE GENERATED
FROM THE PROPERTY, EXCEPT TO THE EXTENT SELLER HAS
OTHERWISE MADE AN EXPRESS REPRESENTATION, WARRANTY OR
COVENANT HEREIN AND OTHER THAN WITH RESPECT TO THE
WARRANTY OF TITLE SELLER AGREES TO DELIVER IN THE DEED
REQUIRED UNDER THE PROVISIONS OF THIS AGREEMENT.
NOTWITHSTANDING ANY OF THE FOREGOING TO THE CONTRARY IN
THIS SECTION 2(c), BUYER DOES NOT WAIVE ITS RIGHTS, IF ANY, TO
RECOVER FROM, OR RELEASE OR DISCHARGE OR COVENANT NOT TO
BRING ANY ACTION AGAINST SELLER (I) FOR ANY ACT BY SELLER
THAT CONSTITUTES FRAUD OR FRAUDULENT CONCEALMENT, (II)
FOR SELLER'S BREACH OF ANY OF THE REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY
DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING,
SUBJECT TO THE LIMITATIONS AND CONDITIONS PROVIDED IN THIS
AGREEMENT OR OTHERWISE BY LAW, OR (III) FOR SELLER'S EXPRESS
OBLIGATIONS UNDER THIS AGREEMENT. THE PROVISIONS OF THIS
SECTION 2(c) SHALL SURVIVE THE CLOSING AND DELIVERY OF THE
DEED TO BUYER.
3. Conditions Precedent to Closing. Buyer's obligation to consummate the
transaction contemplated by this Agreement shall be subject to Buyer's satisfaction or waiver, in
Buyer's sole discretion, of all of the matters in Sections 3(a) and 3(b) (the "Due Diligence Items")
1146Irli1:319111
affecting or related to the Property, on or before the later of 5:00 p.m., central time on: (i)
September 19, 2023 and (ii) the date that is ninety (90) days after the date by which Buyer is in
receipt of the Property Information, defined below (as applicable, the "Due Diligence Expiration
Date"). Notwithstanding the foregoing, Buyer shall have the right to extend the Due Diligence
Expiration Date for an additional thirty (30) days by notifying Seller in writing of such Buyer
election to extend the Due Diligence Expiration Date and by depositing, on or before the Due
Diligence Expiration Date, the sum of Fifteen Thousand and No/ 100ths Dollars ($15,000.00) with
the Title Company, which extension deposit, once delivered, shall be held with and as part of the
Earnest Money. Except as set forth below, Seller shall deliver the Property Information to Buyer
no later than ten (10) business days after the Effective Date. "Property Information" shall mean
copies of the following items to the extent in Seller's actual possession:
(i) the most recent property tax bills and value renditions;
(ii) environmental reports concerning the Property;
(iii) any existing plans, specifications, governmental permits or approvals;
(iv) all surveys and site plans, (including, without limitation, archaeological, boundary,
topographic and tree surveys);
(v) existing title policy, together with copies of any covenants, conditions, restrictions and
other exceptions to title;
(vi) any soils and engineering reports concerning the Property;
(vii) any written notices, reports, citations, orders, decisions, correspondence, or
memoranda from any governmental authority (including, but not limited to, copies of any zoning
letters);
(viii) all agreements with or applications to any governmental or public body or authority
with respect to any annexation, zoning modification, variance, exception, platting or other matter
relating to the annexation, zoning, use, development, subdivision or platting of the Property;
(ix) copies of all agreements, studies, reports, correspondence and other documents relating
to the presence or absence of any endangered species or environmentally sensitive areas on the
Property;
(x) any contracts or agreements relating to the Property or services being provided or to
be provided to the Property;
(xi) any notices received from governmental bodies;
(xii) leases with any tenants, if any;
(xiii) recent capital improvements, if any.
JC 17518953.1
(a) Title/Survey. Within fifteen (15) days after the Effective Date, Seller shall furnish
to Buyer, at Seller's expense, a current title commitment ("Commitment") for an
owner's extended coverage title insurance policy (with copies of all underlying title
documents listed in the Commitment other than any financing documents
encumbering the Property) issued by the Title Company. So long as Buyer secures
the Survey (defined below), Title Company's deletion of standard pre-printed
survey -related exceptions in Schedule B-II of the Commitment shall be a condition
to Buyer's obligation to close hereunder. Buyer may obtain a new or updated
survey ("Survey") for the Property, at Buyer's expense, prepared in accordance
with the Minimum Standard Detail Requirements for ALTA/NSPS Land Title
Surveys, as revised in 2021, and certified to Buyer, Buyer's lender (if any), Seller
and the Title Company. The Survey shall include items 1, 2, 3, 4, 5, 6(a), 7(a),
7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 16, 17, 18, and 19 on Table A thereof. Buyer
shall also provide a copy of the Survey to Seller. If the Survey discloses survey
defects or if the Commitment shows exceptions that are objectionable to Buyer
("Objections to Title/Survey"), then Buyer shall notify Seller, in writing, on or
before the Due Diligence Expiration Date, as the same may be extended ("Title
Notice Date").
If Buyer timely notifies Seller of any Objections to Title/Survey on or before the
Title Notice Date, Seller shall have the right to notify Buyer in writing ("Seller's
Response") within seven (7) business days following Seller's receipt of Buyer's
Objections to Title/Survey ("Seller's Response Period") that: (i) Seller will cure
the Objections to Title/Survey at or prior to Closing, or (ii) Seller will not cure any
or certain specified Objections to Title/Survey. Seller must cure or satisfy all
Schedule B-1 requirements. Except as maybe specifically provided in this Section
3, Seller shall be under no obligation to cure any Objections to Title/Survey.
In the event Seller fails to provide Seller's Response to Buyer during Seller's
Response Period or, upon timely providing Seller's Response, Seller indicates that
Seller is unable or unwilling to cure or otherwise satisfy all of Buyer's Objections
to Title/Survey at or prior to Closing, Buyer shall have the right to notify Seller
within three (3) business days following the expiration of Seller's Response Period
("Buyer's Title Response Period"), that Buyer ("Buyer's Response"): (1) accepts
title to the Property notwithstanding the uncured or unremedied Objections to
Title/Survey in which event the uncured or unremedied (but not any that Seller has
agreed to remedy or cure) Objections to Title/Survey shall be deemed to be
Permitted Encumbrances, or (2) elects to terminate this Agreement, in which event
the Earnest Money shall be delivered to Buyer and thereupon neither party shall
have any further rights or obligations to the other hereunder, subject to any
obligations which expressly survive termination of this Agreement. In the event
that either the Title Commitment or Survey is updated, Buyer shall have seven (7)
business days after the receipt of any updates to object to any new matters,
whereupon Seller shall have three (3) business days in which to respond as provided
in the preceding paragraph, and Buyer shall have the three (3) business day period
in which to respond set forth in this paragraph. The Closing Date shall be
automatically extended to the extent necessary to accommodate the foregoing time
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JC 17518953.1
frames such that the Closing Date shall fall on the date that is five (5) days after
expiration of Buyer's response period.
Matters disclosed by the Commitment or the Survey at least seven (7) business days
prior to the Due Diligence Expiration Date, as the same may be extended, which
are not objected to by Buyer in a timely manner or which are objected to but which
are waived by Buyer shall constitute "Permitted Encumbrances" (as shall any
overlaps, encroachments and boundary line disputes which would be revealed by
an accurate ALTA/NSPS survey except and unless Buyer obtains the Survey and
objects thereto). Failure of Buyer to notify Seller in writing of any objectionable
title or survey matter within the time periods prescribed herein shall constitute an
election by Buyer to take title to the Property subject to such title and survey matters
as are disclosed by the Commitment and the Survey.
(b) Buyer shall have through the last day of the Due Diligence Period, as the same may
be extended, in which to examine, inspect, and investigate the Property and, in
Buyer's sole and absolute judgment and discretion, to determine whether the
Property is acceptable to Buyer and to obtain all necessary internal approvals.
Buyer and its agents, employees, contractors, consultants and representatives shall
have a continuing right of reasonable access to the Property during the pendency of
this Agreement for the purpose of conducting surveys, engineering, geotechnical,
wetland inspections, and environmental inspections and tests (including intrusive
inspection and sampling), and any other inspections, studies, or tests required or
desired by Buyer. If any inspection or test disturbs the Property, Buyer will restore
the Property to substantially the same condition as existed prior to any such
inspection or test (except to the extent any such restoration would be in violation
of applicable laws in connection with the discovery of a pre-existing condition
requiring remediation). In the course of its investigations, Buyer may make
inquiries to third parties including, without limitation, lenders, contractors, and
government officials and representatives, and Seller consents to such inquiries.
(c) If prior to the Due Diligence Expiration Date, as the same may be extended, Buyer
determines that one or more Due Diligence Items are unacceptable to Buyer or that
the Property is not suitable for Buyer's intended use thereof, then Buyer may, in its
sole and absolute discretion, terminate this Agreement by giving written notice of
termination to Seller on or before the Due Diligence Expiration Date, as the same
may be extended, whereupon the Earnest Money will be promptly returned to
Buyer, this Agreement shall terminate and neither party shall have any further
obligation to each other except for those matters which survive termination of this
Agreement. In addition, Seller agrees that upon timely receipt of termination of
this Agreement by Buyer hereunder Seller shall execute a Cancellation Agreement
directing the Title Company to immediately release the Earnest Money to Buyer.
If Buyer does not give such notice of termination on or before the Due Diligence
Expiration Date, as the same may be extended, Buyer shall be deemed to have
waived its right to terminate this Agreement pursuant to this Section (excepting
only as otherwise provided in this Agreement with respect to title or survey matters
disclosed after the date that is seven (7) business days prior to the Due Diligence
W,
JC 17518953.1
Expiration Date, as the same may be extended, and/or as provided in Section 5(b)
below), and the Agreement shall remain in full force and effect.
4. Representations and Warranties by Seller. Seller represents and warrants to
Buyer as follows:
(a) Title to Property. Seller is the sole owner of the Property and has good and
marketable fee simple title to the Property, subject to only existing zoning
ordinances, and liens, easements and restrictions of record.
(b) No New Sale Agreements, Encumbrances or Leases. Unless Seller has obtained
Buyer's prior written approval, Seller will not enter into any letter of intent,
agreement to sell (whether or not contingent on this Agreement) or similar
document pertaining to the Property, or lease or otherwise encumber the Property
following the Effective Date hereof unless this Agreement is terminated prior to
Closing pursuant to a right of a party hereto so to terminate.
(c) Authority. Seller is a fourth-class city and political subdivision duly organized
and existing under the laws of the State of Missouri; Seller has the requisite power
and authority to enter into and perform its obligations under this Agreement and
Seller's Closing Documents (as herein defined); such documents have been or will
be duly authorized by all necessary action on the part of Seller, have been or will
be duly executed and delivered by an authorized agent or official of Seller, do not
conflict with or result in a violation of any judgment, order or decree of any court
or arbiter applicable to Seller, and are valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms.
(d) Condemnation. Seller has no knowledge that there is any contemplated
condemnation, eminent domain or similar proceedings are pending or threatened
with respect to the Property by any governmental entity with jurisdiction over the
Property or by any private entity with the power of eminent domain.
(e) Conflicts and Pending Actions or Proceedings. There is no agreement to which
Seller is a party or, to Seller's knowledge, binding on Seller which is in conflict
with this Agreement. There is no action or proceeding pending or, to Seller's
knowledge, threatened against or relating to the Property, including, without
limitation, any proceeding which challenges or impairs Seller's ability to execute
or perform its obligations under this Agreement or with respect to the Property.
(f) Agreements with Governmental Authorities/Restrictions. Except as included in
the Property Information delivered to Buyer or as may be entered into by Buyer in
connection with Buyer's obtaining the Development Approvals, Seller has not
entered into, and has no knowledge of, any agreement with or application to any
governmental or public body or authority with respect to any annexation, zoning
modification, variance, exception, platting or other matter. To Seller's knowledge,
neither Seller nor the Property is in violation or non-compliance with any restriction
or covenant affecting the Property.
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JC 17518953.1
(g) Zoning. The Property is currently zoned Planned Development ("PD") and Seller
has no knowledge of any pending or threatened zoning change, other than actions
to be taken by Buyer in connection with securing the Development Approvals.
(h) Property Information. The Property Information contains all material documents,
files, written information, books and records in Seller's possession or control and
relating to the Property and, to Seller's knowledge, the Property Information is true,
correct and complete in all material respects. Except as disclosed in the Property
Information, there are no contracts or agreements of any kind relating to the
Property to which Seller or any agent is a party and which would be binding on
Buyer after Closing.
(i) Environmental. Seller has no knowledge of any violation of Environmental Laws
related to the Property or the presence or release of Hazardous Materials on or from
the Property except as disclosed in the Property Information. Seller has not
manufactured, introduced, released or discharged from or onto the Property any
Hazardous Materials or any toxic wastes, substances or materials (including,
without limitation, asbestos), and Seller has not used the Property or any part
thereof for the generation, treatment, storage, handling or disposal of any
Hazardous Materials, in violation of any Environmental Laws. To Seller's
knowledge, there are no underground storage tanks or landfill areas located on the
Property. The term "Environmental Laws" includes without limitation the Resource
Conservation and Recovery Act and the Comprehensive Environmental Response
Compensation and Liability Act and other federal laws governing the environment
as in effect on the Date of this Agreement together with their implementing
regulations, guidelines, rules or orders as of the Date of this Agreement, and all
state, regional, county, municipal and other local laws, regulations, ordinances,
rules or orders that are equivalent or similar to the federal laws recited above or that
purport to regulate Hazardous Materials. The term "Hazardous Materials" includes
petroleum, including crude oil or any fraction thereof, natural gas, natural gas
liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural
gas or such synthetic gas), and any substance, material waste, pollutant or
contaminant listed or defined as hazardous or toxic under any Environmental Law.
(j) Withholding Obligation. Seller's sale of the Property is not subject to any federal,
state or local withholding obligation of Buyer under the tax laws applicable to Seller
or the Property.
5. Representations and Warranties by Buyer.
(a) Buyer's Authority. Buyer represents and warrants to Seller that B1ueScope
Properties Group LLC is a limited liability company, duly organized and validly
existing and in good standing under the laws of the State of Delaware; that Buyer
has the requisite power and authority to enter into this Agreement and the Buyer's
Closing Deliveries (as herein defined); such documents have been duly authorized
by all necessary action on the part of Buyer and have been or will be duly executed
and delivered; that the execution, delivery and performance by Buyer of such
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JC 17518953.1
documents will not conflict with or result in violation of Buyer's organizational
documents, or any judgment, order or decree of any court or arbiter to which Buyer
is a party; such documents are valid and binding obligations of Buyer, and are
enforceable against Buyer in accordance with their terms. Buyer covenants and
agrees that, on or before the Closing, Buyer shall be registered to do business as a
foreign company and is in good standing in the State of Missouri.
(b) No Pending Proceedings. Buyer has no knowledge that there is any action, suit,
proceeding or claim affecting Buyer's ability to consummate the transaction
contemplated hereby or relating to the authority of Buyer to purchase the Property;
and
(c) Office of Foreign Assets Control Issues.
(i) Buyer represents and warrants that Buyer and each person or entity owning
an interest in Buyer:
A. is not currently identified on Executive Order 13224 issued on
September 24, 2001 ("EO 13224"); the United States Treasury
Department's Office of Foreign Assets Control ("OFAC") most
current list of "Specifically Designated National and Blocked
Persons" (which list may be published from time to time in various
mediums including, but not limited to, the OFAC website,
http:www.treas.gov/ofac/tl l sdn.pdf) (the "Lists"); and
B. is not a person or entity with whom a citizen of the United States is
prohibited to engage in transactions by any trade embargo,
economic sanction or other prohibition of United States law,
regulation or Executive Order of the President of the United States.
(ii) none of the funds or other assets of Buyer constitute property of, or are
beneficially owned, directly or indirectly, by any Buyer Embargoed Person
(as hereinafter defined),
A. no Buyer Embargoed Person has any interest of any nature
whatsoever in Buyer (whether directly or indirectly),
B. Buyer has implemented procedures, and will consistently apply
those procedures, to ensure the foregoing representations and
warranties remain true and correct at all times. The term "Buyer
Embargoed Person" means any person, entity or government
subject to trade restrictions under U.S. law, including but not limited
to, the International Emergency Economic Powers Act, 50 U.S.C.
§1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Orders or regulations promulgated
thereunder, with the result that the investment by Buyer is prohibited
by law or Buyer is in violation of law.
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JC 17518953.1
(iii) Buyer also shall require and shall take reasonable measures to ensure
compliance with the requirement, that no person who owns any other direct
interest in Buyer is or shall be listed on any of the Lists or is or shall be a
Buyer Embargoed Person. This Section shall not apply to any person to the
extent that such person's interest in the Buyer is through a U.S. publicly
traded entity.
6. Closing
(a) Closing Date. The closing of the purchase and sale contemplated by this
Agreement (the "Closing") shall occur on or before the date which is thirty (30)
days following the Due Diligence Expiration Date, as the same may be extended
("Closing Date"), subject to delays occasioned by operation of Section 6(b)(iii)
below. Closing shall occur at the office of the Title Company (as described above),
or at such other time and place as the Parties may mutually agree; provided,
however, that it is the Parties' mutual understanding that this Agreement shall be
closed in escrow through Title Company as contemplated in Section 7(e) below,
and neither Party shall be required to have any representative attend Closing in
person.
(b) Buyer's Closing Conditions Precedent. Buyer's obligation to consummate the
transaction contemplated by this Agreement shall be subject to satisfaction or
waiver of each of the following conditions ("Buyer's Closing Conditions
Precedent") on or before Closing, but Buyer shall have the unilateral right to waive
any Buyer's Closing Condition Precedent, in whole or in part, by written notice to
Seller:
(i) The representations and warranties of Seller set forth in Article 4 hereof
shall be, in all material respects, true and complete.
(ii) Seller shall have performed all of the obligations required to be performed
by Seller under this Agreement, as and when required by this Agreement,
in all material respects.
(iii) There shall be available to Buyer upon payment of the applicable premium,
an extended coverage owner's policy of title insurance to be issued by the
Title Company in the amount of the Purchase Price, insuring the title and
interest of Buyer in and to the Property and any easements or rights of way
appurtenant thereto, on ALTA Form B, with such endorsements and in such
forms as Buyer shall reasonably require, with exception only for the lien of
general real estate taxes for the current tax fiscal year, and the Permitted
Encumbrances (the "Policy").
(iv) No material, adverse changes to the Property or any due diligence or other
matter affecting the same shall have occurred since the Due Diligence
Expiration Date, as the same may be extended.
JC 17518953.1
(v) In addition to the Parties' execution of the Development Agreement
referenced in below Section 6(c)(iv), Buyer shall have obtained all zoning (if
necessary), site plan, signage, and any other approvals and entitlements,
including all building and other permits and approvals required to develop
the Property subject only to conditions and restrictions acceptable to Buyer
from all applicable governmental authorities required for the development
and construction of the Property (collectively, the "Development
Approvals"), and there shall exist no pending or threatened challenge to the
Development Approvals as of the Closing Date.
(vi) Buyer and ARCO National Construction — KC, a division of ARCO
National Holdings, Inc., or their respective affiliates, shall have executed a
lease agreement for a portion of the building that will be built on the
Property by Buyer;
(vii) By the Closing Date, Buyer shall have satisfied itself that adequate access
to the Property exists and that all utilities are available at the Property in
adequate capacities to serve the Property for its intended development
purpose.
(c) Seller's Closing Conditions Precedent. Seller's obligation to consummate the
transaction contemplated by this Agreement shall be subject to satisfaction or
waiver of each of the following conditions ("Seller's Closing Conditions
Precedent"), but Seller shall have the unilateral right to waive, in whole or in part,
any Seller's Closing Condition Precedent by written notice to Buyer:
(i) The representations and warranties of Buyer set forth in Article 5 hereof
shall be, in all material respects, true and complete.
(ii) Buyer shall have performed all of the obligations required to be performed
by Buyer under this Agreement, as and when required by this Agreement,
in all material respects.
(iii) There shall not have been instituted by or against Buyer any bankruptcy
proceeding.
(iv) The Parties shall have entered into a Development Agreement, pursuant to
which the Buyer shall agree to develop the property in accordance with the
Municipal Code of the City of Riverside, Missouri, as amended from time
to time and all zoning regulations of the City of Riverside, Missouri, unless
waived by the Board of Alderman through the Board's adoption of the
appropriate Ordinance or Resolution and the design standards set forth on
Exhibit B which may be required by the Seller.
In the event Buyer's Closing Conditions Precedent or Seller's Closing Conditions
Precedent, as the case may be, have not been satisfied or waived as of the scheduled Closing Date,
and provided the failure to satisfy or waive any such condition is not attributable to a breach or
default of this Agreement by its own actions, either Buyer or Seller may terminate this Agreement
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JC 17518953.1
by delivering written notice to the other party on or prior to the scheduled Closing Date, and in
such event, this Agreement shall terminate and the Earnest Money shall be returned to Buyer.
7. Closing Deliveries.
(a) Seller's Closing Documents. On the Closing Date, Seller shall execute and/or
deliver or cause to be executed and/or delivered to Buyer the following documents,
fully executed and notarized and in recordable form, where required (collectively,
"Seller's Closing Documents"):
(i) Deed. An executed and acknowledged Special Warranty Deed ("Deed")
substantially in the form attached hereto as Exhibit C conveying fee simple
title to the Property to Buyer, free and clear of all encumbrances, except the
Permitted Encumbrances.
(ii) Releases. Written release of any lien, security interest, mortgage or deed
of trust, mechanic's lien or other encumbrance affecting the Property.
(iii) Seller's Affidavit. An Affidavit of Seller in a form satisfactory to and
customarily used by the Title Company to permit Buyer to obtain the ALTA
(Form B) owner's policy of title insurance without the standard or general
pre-printed title exceptions shown on the Commitment and in conformance
with the provisions of this Agreement, so long as Buyer shall furnish Title
Company with a Survey sufficient for such purposes.
(iv) FIRPTA Affidavit. An executed non -foreign affidavit properly
confirming that Seller is not a foreign person or entity within the meaning
of Section 1445 of the Internal Revenue Code of 1986 (the "FIRPTA"), as
amended such information as is required by IRC Section 1445(b)(2) and its
regulations.
(v) Evidence of Authority. Such evidence of Seller's authority to consummate
the sale of the Property as is contemplated in this Agreement or as Buyer or
Title Company may reasonably request, including but not limited to a
certified copy of the City Ordinance authorizing the City to enter into this
Agreement.
(vi) Tax Certificates. Deliver tax certificates or other written evidence
showing that there are no delinquent taxes, assessments or PILOTS
affecting the Property as of the Closing Date.
(vii) Other Documents. Execute, acknowledge where required and/or deliver
any and all other items contemplated by the terms of this Agreement or
reasonably required by Buyer, its legal counsel, or Title Company.
(b) Buyer's Closing Deliveries. On the Closing Date, Buyer will execute and/or
deliver or cause to be executed and/or delivered to Seller the following
(collectively, "Buyer's Closing Deliveries"):
(i) Purchase Price. The Purchase Price, by wire transfer of immediately
available funds, subject to adjustments and prorations as provided herein.
(ii) Title Documents. Such affidavits of Buyer, transfer declarations,
resolutions of Buyer or other documents as may be reasonably required by
Title Company in order to record the Deed and issue the title insurance
policy required by this Agreement, fully executed and in notarized, where
required.
(iii) Evidence of Authority. Such evidence of Buyer's authority to
consummate the sale of the Property as is contemplated in this Agreement
or as Seller or Title Company may reasonably request.
(iv) Other Documents. Execute, acknowledge where required and/or deliver
any and all other items contemplated by the terms of this Agreement or
reasonably required by Seller, its legal counsel, or Title Company.
(c) Buyer's and Seller's Closing Documents. On the Closing Date, Seller and Buyer
shall jointly execute and deliver the following:
(i) Closing Statement. A closing and disbursement statement showing the
Purchase Price, the costs and expenses of the Closing attributable to each of
Buyer and Seller, and the disbursement of funds to, or at the direction of,
Seller.
(ii) Miscellaneous. Such other documents, instruments and affidavits as shall
be necessary to consummate the transaction contemplated hereby.
(d) Possession. Seller shall deliver exclusive possession of the Property to Buyer at
Closing.
(e) Escrow Closing. This transaction shall be closed through an escrow with the
escrow department of the Title Company, in accordance with the general provisions
of the Title Company's usual form of escrow agreement, if any, with special
provisions as may be required to conform to this Agreement. Upon the creation of
such escrow, payment of the Purchase Price and delivery of the Deed shall be made
through the escrow. This Agreement shall not be merged into or in any manner
superseded by the escrow agreement.
8. Adjustment and Prorations. Seller and Buyer shall make all adjustments and
apportion all customary expenses with respect to the Property, including, without limitation, the
following:
(a) Real Estate Taxes and Special Assessments. Real estate taxes ("Taxes") imposed
on the Property for the year in which Closing occurs and any prior year not then
due and payable shall be prorated and adjusted to the Closing Date based upon the
most recently ascertainable tax bills covering the Property or, if available, upon the
issuance of actual tax bills therefor. The proration of such Taxes shall be based on
12
JC 17518953.1
a 365-day year, with the period prior to Closing and the Closing Date being charged
to Seller, and shall be final and not adjusted post -Closing. To the extent the land
comprising the Property is combined with any other property owned by Seller for
tax assessment purposes, the prorations shall be made on a relative square foot basis
and taking into account any improvements located on such other land when
calculating the portion of Taxes or any assessments attributable to the Property. All
special taxes or assessments made or assessed on or before the Closing Date shall
be paid by Seller on or before the Closing Date, whether they are due and payable
on, before, or after the Closing Date, provided, however, that if any such assessment
is payable in installments, Seller shall be responsible for any installments due prior
to Closing and Buyer shall be responsible for paying any installments due after
Closing.
(b) Title Insurance and Survey. Seller shall pay for the cost of the Commitment and
the cost of the owner's extended coverage title policy contemplated by this
Agreement (excluding the cost of any and all endorsements thereto other than
extended coverage or those endorsements that Seller agrees to obtain in response
to any Objections to Title/Survey). Buyer will pay for the cost of any endorsements
to the owner's title policy requested by Buyer (other than extended coverage or
those endorsements that Seller agrees to obtain in response to any Objections to
Title/Survey), and all costs of any lender's title insurance policy. Buyer shall pay
all costs with respect to preparation of the Survey.
(c) Closing Fee. Seller and Buyer will each pay one-half of any reasonable and
customary closing and escrow fees charged by the Title Company.
(d) Deed. Seller shall pay the cost to prepare the Deed to be delivered by Seller under
this Agreement.
(e) Recording Costs. Seller will pay the cost of recording the Deed and all documents
necessary to place record title in the condition required by this Agreement. Buyer
will pay the cost of recording all other documents recorded at Buyer's request.
(f) Attorney's Fees. Each of the Parties will pay its own attorney's fees, except that
a Party defaulting under this Agreement or any closing document will pay the
reasonable attorney's fees and court costs incurred by the non -defaulting Party to
enforce successfully its rights regarding such default.
(g) Other Costs. All other costs shall be allocated in accordance with the custom
prevailing in similar transactions in the City.
(h) Levee District. Buyer and Seller acknowledge that the assessments for the
Riverside Quindaro Bend Levee District of Platte County, Missouri (the "Levee
District") for the 2023 taxable period are not due and payable at the time of Closing.
Buyer shall pay, when due and payable, 100% of such assessments for the Levee
District. Promptly after payment thereof, Buyer shall provide evidence of such
13
JC 17518953.1
payment to Seller, and Seller shall promptly reimburse Buyer for that portion of
such assessment associated with the time period prior to Closing.
(i) Transfer Taxes. Seller shall pay all sales, gross receipts, compensating, stamp,
excise, documentary, transfer, deed of similar taxes and fees imposed in connection
with this transaction under applicable local or state law.
Except as otherwise expressly provided in this Agreement, all prorations provided for
herein shall be final.
9. Default.
(a) Except as herein provided, in the event that Buyer fails to consummate the
transactions contemplated herein for any reason, except due to a termination of this
Agreement by Buyer pursuant to a right so to terminate (e.g., termination prior to
the expiration of the Due Diligence Expiration Date) and except due to Seller's
default or the failure of any of the conditions to Buyer's obligations set forth herein
to be satisfied, Seller shall be entitled to terminate this Agreement and the Earnest
Money shall be forfeited to Seller as Seller's sole and exclusive remedy in the event
of a default by Buyer in consummating this Agreement. Thereafter, neither party
shall have any further obligation to the other except for those set forth herein which
specifically survive termination of this Agreement.
(b) Except as herein provided, in the event that Seller fails to consummate the
transactions contemplated herein for any reason, except due to Buyer's default or
the failure of any of the conditions to Seller's obligations set forth herein to be
satisfied, Buyer (as its sole and exclusive remedies) may (i) enforce specific
performance of this Agreement, or (ii) terminate this Agreement and receive a
return of its Earnest Money Deposit with neither party having any further obligation
to the other.
10. Brokerage Commission. Seller and Buyer each represent and warrant to the
other that neither has employed any real estate agent, broker or finder in connection with the
contemplated transaction and each party agrees to indemnify the other from and against any and
all brokerage commissions and finder's fees arising or resulting from acts or omissions of the
indemnifying party.
11. Assignment. Neither party may assign this Agreement without the prior written
consent of the other, and any such prohibited assignment shall be void; provided that Buyer may
assign this Agreement without Seller's consent to an Affiliate. For the purposes of this paragraph,
the term "Affiliate" means (a) an entity that directly or indirectly controls, is controlled by or is
under common control with Buyer or (b) an entity at least a majority of whose economic interest
is owned by Buyer; and the term "control" means the power to direct the management of such
entity through voting rights, ownership or contractual obligations.
12. Notices. All notices, demands, designations, certificates, requests, offers, consents,
approvals, appointments, and other instruments given pursuant to this Agreement shall be in
writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery
14
JC 17518953.1
service; (c) certified or registered mail, return receipt requested; or (d) email when sent to the email
address in this Section, and shall be deemed to have been delivered upon (i) receipt, if hand
delivered; (ii) the next Business Day, if delivered by a reputable express overnight delivery service;
(iii) receipt or first attempted delivery (as reflected in the United States Postal Service's record)
following deposit of such notice with the United States Postal Service, if sent by certified or
registered mail, return receipt requested; or (iv) if by email, when the email recipient acknowledges
receipt or an automatic "read receipt" is received by sender from recipient's email. Notices shall
be provided to the Parties and addresses (or electronic mail addresses) specified below:
If to Seller: City of Riverside
2950 NW Vivion Rd
Riverside, Missouri 64150
Attn: Brian Koral, City Administrator
Phone: (816) 741-3993
Email: bkoral@riversidemo.gov
with copy to: Spencer Fane
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106-2140
Attn: Joe Bednar, City Attorney
Phone: (573) 634-8115
Email: jbednar@spencerfane.com
If to Buyer: B1ueScope Properties Group LLC
Attn: Matthew Roth, President
1540 Genessee Street
Kansas City, MO 64102
Phone: (816) 289-2838
Email: matthew.roth@bluescopeproperties.com
with copy to: BlueScope Properties Group LLC
Attn: Maryteresa Doyle, Legal Counsel
1540 Genessee Street
Kansas City, MO 64102
Phone: (816) 925-1294
Email: Maryteresa.doyle@bluescopeproperties.com
and
Greenberg Traurig LLP
Attn: Mark E. Baker
1144 15t' Street, Suite 3300
Denver, Colorado 80202
Telephone: (303) 572-6568
E-mail: bakerma gtlaw.com
15
1C 17518953.1
Any party may change its address for the service of notice by giving written notice of
such change to the other party, in any manner above specified.
13. Entire Agreement; Modification. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter herein contained and all prior
negotiations, discussions, writings and agreements between the Parties, including but not limited
to any written or verbal representations or promises made by Buyer, any City official, or employees
or agents of either Party, with respect to the subject matter herein contained are superseded and of
no force and effect. No amendment to or modification of this Agreement shall be effective against
the Seller unless in writing, approved by the Board of Aldermen for the City as evidenced by the
appropriate City passed and adopted Resolution or Ordinance, and signed by both Seller and
Buyer. Except as otherwise expressly provided herein, no covenant, term or condition of this
Agreement shall be deemed to have been waived by either Party unless such waiver is in writing
signed by the Party charged with such waiver and if such waiver is charged to Seller, the waiver
is also approved by the Board of Aldermen for the City as evidenced by the appropriate City passed
and adopted Resolution or Ordinance.
14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns.
15. Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
the validity and enforceability of all other provisions of this Agreement shall not be affected
thereby.
16. Time of Essence. Time is of the essence of this Agreement.
17. Counterparts/Electronic Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Electronic transmission of any signed original document,
and the retransmission of any digitally signed document, shall be the same as delivery of the
original signed document.
18. Remedies. Except as otherwise specifically set forth herein (i) the Parties shall
have all rights and remedies at law or in equity for any breach by the other party of any provision
of this Agreement that survives Closing or termination, (ii) the remedies provided herein shall be
cumulative and shall not preclude the assertion or exercise of any other rights or remedies available
by law, in equity or otherwise, and (iii) no provision of this Agreement waives the sovereign
immunity of the City.
19. Survival of Terms. The Parties agree that unless otherwise specifically provided
in this Agreement, any obligation which reasonably should or could be performed after the
completion of the sale and transfer of the Deed shall survive the Closing and transfer of the Deed,
shall not terminate and shall otherwise be a continuing agreement between the Parties, enforceable
after Closing for a period of one (1) year.
20. APPLICABLE LAW. THE LAWS OF THE STATE OF MISSOURI SHALL
GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY
16
JC 17518953.1
OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE,
AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL
LIE, IN PLATTE COUNTY, MISSOURI. TO THE EXTENT PERMITTED BY APPLICABLE
LAW.
21. Attorneys' Fees. In the event of any litigation or arbitration proceedings between
the Parties arising from a dispute as to the meaning and/or enforceability of any terms of this
Agreement, the prevailing party shall be entitled to recover its reasonable and actual legal fees and
expenses, including any fees and expenses incurred in connection with appeals, in connection with
any such proceeding.
22. Headings. The headings that have been used throughout this Agreement have been
inserted for convenience of reference only and do not constitute matters to be construed in
interpreting this Agreement.
23. Terminology. Words of any gender used in this Agreement shall be held and
construed to include any other gender and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof,"
"hereunder" and other similar compounds of the word "here" when used in this Agreement shall
refer to the entire Agreement and not to any particular provision or section. The words "include"
and "including" shall be deemed to be followed by the phrase "without limitation" unless
otherwise qualified.
24. Construction of Agreement. This Agreement shall not be construed more strictly
against one Party than against the other merely by virtue of the fact that it may have been prepared
by legal counsel for one of the Parties, it being recognized that both Seller and Buyer have
contributed substantially and materially to the preparation of this Agreement.
25. Further Acts. In addition to the acts recited in this Agreement to be performed by
Seller and Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing or
after the Closing Date any and all such further acts as may be reasonably necessary to consummate
the transactions contemplated hereby.
26. Condemnation. Seller shall promptly give Buyer written notice of any eminent
domain proceedings that are contemplated, threatened or instituted with respect to the Property.
By notice to Seller given within ten (10) business days after Buyer receives notice of proceedings
in eminent domain that are contemplated, threatened or instituted by any body having the power
of eminent domain, and if necessary the Closing Date shall be extended to give Buyer the full ten
(10) business day period to make such election, Buyer may: (i) terminate this Agreement
whereupon the Earnest Money shall be immediately returned to Buyer; or (ii) proceed under this
Agreement, in which event Seller shall, at the Closing, assign to Buyer Seller's entire right, title
and interest in and to any condemnation award, and Buyer shall have the sole right during the
pendency of this Agreement to negotiate and otherwise deal with the condemning authority in
respect of such matter.
27. Remarketing. During the pendency of this Agreement, Buyer shall have the right
to market the Property and/or its proposed project thereon to prospective purchasers and/or tenants
17
JC 17518953.1
and enter into agreements with such parties in connection therewith, provided that such agreements
shall be contingent on Buyer's acquisition of the Property. In furtherance of the foregoing, during
the pendency of the Agreement, Buyer shall have the right to place signage on the Property of a
type and in a location reasonably acceptable to Seller; provided, however, that Buyer shall
promptly remove such signage after any termination of this Agreement prior to Buyer's acquisition
of the Property.
28. Exhibits. The following exhibits are made a part hereof, with the same force and
effect as if specifically set forth herein:
A. Exhibit A — Property Description
B. Exhibit B — Design Standards
C. Exhibit C — Form of Special Warranty Deed
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
18
JC 17518953.1
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the last
day and year written in the signature blocks below (the "Effective Date").
SELLER:
CITY OF RIVERSIDE, MISSOURI
By
Kathleen L. Rose, Mayor
Effective Date: June 27, 2023
ATTEST:
Robin Kincaid, City Clerk
19
JC 17518953.1
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
Effective Date.
BUYER:
BlueScope Properties Group LLC,a Delaware limited
liability company
By:
Name: Matthew Roth
Title: President
Date: July 5, 2023
20
JC 17518953.1
EXHIBIT A
Property Legal Description [to be confirmed by title]
21
JC 17518953.1
EXHIBIT B
Design Standards for Horizon West
Property is currently zoned PD, consistent with other lots in Riverside Horizon West at time of
development.
2. The square foot industrial building will be shell warehouse with future
office and/or manufacturing uses, tilt -up concrete construction.
3. Overall appearance and construction will be similar to other industrial buildings located
within Horizons Industrial Park.
4. The building will be substantially completed on or before December 31, 2024; provided,
however, that Seller and Buyer hereby acknowledge and agree that if such substantial completion
date, or any performance required as a prerequisite of such substantial completion of the building,
are delayed due to Force Majeure or an act or neglect of Seller, said substantial completion date
shall be extended for the total accumulated time of all such delays. "Force Majeure" means any
event, condition or circumstance beyond the control of a party which prevents or hinders
performance of such parry's obligations under this Agreement, and by way of example and not
limitation, includes all terrorist acts, acts of war, hostilities, blockades, embargoes, boycotts,
sabotage, strikes, lock -outs, slow -downs, disturbances, disorders, riots, civil commotion,
malicious damage, floods, storms, unusual and inclement weather given the time of year and
location of the Land, fire, acts of God, pandemics, plagues, epidemics, delays, actions or inactions
by any governmental, quasi -governmental entity, or utility, unavailability or delay of labor or
materials, procurement delays, supply chain disruptions, material delays relating to market
conditions, or other similar unexpected event which prevents the party claiming force majeure
from performing its obligations hereunder and which act or event is beyond the reasonable control
and not arising out of the fault of said party (or its contractors, officers, members, directors,
shareholders, subcontractors, representatives and agents), and said party has been unable to
overcome such act or event by the exercise of due diligence and commercially reasonable efforts,
skill and care.
22
JC 17518953.1
EXHIBIT C
Form of Special Warranty Deed from City of Riverside, MO
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: _, 20_
Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
Grantee Name and Address:
Legal Description/Address:
Book and Page Reference: N/A
23
JC 17518953.1
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of , 20_ by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, as
grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri
64150 to , a Delaware limited liability company organized and existing under
the laws of the state of Delaware, as grantee ("Grantee"), with mailing address of 1540 Genessee
Street, Kansas City, Missouri 64102.
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grantee (the receipt
of which is hereby acknowledged) does by these presents, SELL and CONVEY unto Grantee, its
successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of
Platte and State of Missouri as described as follows:
[insert legal description]
EXCEPT AND FURTHER SUBJECT TO:
a. (i) easements, restrictions, declarations, reservations, agreements, instruments and other
matters of record, if any; (ii) taxes and assessments, general and special, not now due and payable;
and (iii) rights of the public in and to the parts thereof in streets, roads or alleys.
b. This Deed is made and delivered upon the condition subsequent, which shall be binding
upon and enforceable against GRANTEE and its successors in title, that if the commencement of
vertical construction conforming to submitted design criteria and approved plans and
specifications shall not have been commenced in good faith within U days from the date
hereof, and thereafter diligently prosecuted to completion, strikes, unavailability of labor and other
causes beyond GRANTEE'S reasonable control excepted, then all right, title and interest herein
conveyed in and to the subject property shall, at the election of GRANTOR, automatically revert
to and become the property of GRANTOR, which shall have the immediate right to enter upon
and take full possession of the subject property, and all right, the event of such election, shall be
obligated to forthwith refund to GRANTEE or its then successor(s) in title all monies paid on the
purchase price of the subject property by GRANTEE to GRANTOR, less such sums as
GRANTOR may reasonably expend in removing uncompleted or nonconforming buildings and
structures from the subject property. The failure of GRANTOR to insist upon strict performance
of such condition subsequent, in whole or in part, shall not effect a waiver or relinquishment of
the same. When construction of such building and facilities has been completed in accordance
with the terms herein provided, then (i) all reversionary rights of GRANTOR shall terminate and
be extinguished (ii) GRANTEE shall thereupon hold title to the subject property free and clear of
this condition subsequent at the request and expense of GRANTEE.
24
1C 17518953.1
c. Alternatively, Grantee may make a Payment in Lieu of Taxes for the period of
possession past the targeted completion date, if Grantee does not want the property to revert to the
Grantor.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever, Grantor hereby covenanting that said premises
are free and clear from any encumbrance (except as referenced above) done or suffered by it; and
that it will warrant and defend the title to said premises unto Grantee and unto its successors and
assigns forever, against the lawful claims and demands of all persons claiming by, through or under
Grantor.
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25
JC 17518953.1
IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and
year first above written.
GRANTOR
CITY OF RIVERSIDE, MISSOURI
By:
Kathleen L. Rose, Mayor
ATTEST:
By:
City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) SS
COUNTY OF PLATTE )
ON THIS day of , 20_, before me, the undersigned, a Notary
Public in and for said County and state, personally appeared Kathleen L. Rose to me personally
known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside,
Missouri, a municipal corporation duly organized and existing under the laws of the state of
Missouri, and that the seal affixed to the foregoing instrument is the seal of said municipality,
and that said instrument was signed and sealed in behalf of said municipality by free act and
deed of said municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
(Seal)
My Commission Expires:
26
Notary Public Signature
Printed or Typed Name
JC 17518953.1